|1.1 'Buyer' means the person who buys or agrees to buy the goods from the Seller.
|1.2 'Conditions' means the terms and conditions of sale set out in this document.
|1.3 'Delivery Date' means the date specified by the Seller when the goods are to be delivered.
|1.4 'Goods' ; means the articles which the Buyer agrees to buy from the Seller.
|1.5 'Price' means the price for the Goods excluding Carriage and VAT.
|1.6 'Seller' means Promotional Choice Ltd, Victoria Street, Chadderton, OL9 0HB.
|These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document
All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
Cancellations of Orders will not be accepted unless agreed in writing by us and in the event of cancellation we are entitled to make a reasonable charge to you for the cancellation.
Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
The Seller reserves the right to supply up to a maximum of 5% over or under the order quantity if circumstances arise that they have no direct control over. The quantity ordered from the manufacturer will always be the quantity the Seller will be aiming to deliver to the Buyer.
3.The Price and Payment
|The Price shall be the Seller's quoted price at the date of despatch. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.|
Payment of the Price and VAT shall be due 30 days from the date of invoice.
If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
cancel the contract or suspend any further deliveries to the buyer; and
charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3% per annum above Natwest Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.Warranties and Liability
|The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded.|
6.Delivery of the Goods
Delivery of the Goods shall be made to the Buyer's nominated address, and while every effort will be made by the Seller to effect delivery in accordance with any pre-arranged dates, any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The goods may be delivered by the Seller in advance of the quoted delivery date.|
The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. If goods do not arrive within 10 days from the stated delivery date the Buyer shall forthwith notify the Seller in writing.
Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within two months of the Delivery Date.
7.Acceptance of the Goods
The Buyer shall be deemed to have accepted Goods, 2 working days after delivery to the Buyer.|
After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
The Buyer must note any claim for short delivery and/or damage to Goods in transit on the delivery note. The Buyer should further confirm such claims in writing to the Buyer within 3 working days of delivery to addresses in the UK and Irish Republic, and within 7 working days of delivery for Goods delivered elsewhere.
Compliance with clause 7.3 shall be a condition precedent to any claim by the Buyer for short delivery and/or damaged Goods.
8.Title and Risk
|Risk shall pass on delivery of the Goods.|
In spite of delivery having been made, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods for which payment is then due.
Until property in the Goods passes to the Buyer in accordance with clause 8.2, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall store the Goods separately from all other goods in the Buyer's possession and be marked in a way that they are clearly identified as the Seller's property.
Notwithstanding that the Goods remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned,occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
The Seller shall be entitled to recover the Price plus VAT notwithstanding that property in any of the Goods has not passed from the Seller.
9.Remedies of the Buyer
| Where the Buyer rejects any Goods then the Buyer shall have no further rights whatsoever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.|
Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatsoever to the Buyer in respect of those Goods.
The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
The Seller shall not be liable for any default due to any act of God, war, strike, lock-outs, industrial action, fire, flood, drought, tempest or other event beyond its reasonable control.
10.Proper Law of Contract - This contract is subject to the Law of England and Wales.