Page 120 - Deva 2015 - 2016 Shower & Tap Collection

DEVA - THE SHOWER & TAP COMPANY
TERMS & CONDITIONS OF SALE
DEVA IS A TRADING NAME AND BRAND OF METHVEN UK LIMITED. ALL DEVA PRODUCTS WILL BE SUPPLIED BY METHVEN UK.
1. DEFINITIONS
In these standard terms and conditions:
1.1 the following words and expressions will have the following meanings unless the context otherwise requires:
“Applicable Law” means any: (a) statute, statutory instrument, byelaw, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); and/or (b) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body in each case which relates to the Contract and/or the Goods;
“Business Day” means a day that is not a Saturday, Sunday or public or bank holiday in England;
“Conditions” means these standard terms and conditions of sale together with any special terms agreed in writing between the Customer and Methven;
“Contract” means the contract between Methven and the Customer for the sale and purchase of the Goods formed in accordance with Condition 2;
“Customer” means the person whose Order for Goods is accepted by Methven in accordance with Condition 2.2;
“Delivery Point” means the place where delivery of the Goods is to take place under Condition 5.1 as set out in the Order;
“Force Majeure Event” means any (a) act of God; (b) war, insurrection, riot, civil commotion, act or threat of terrorism; (c) lightning, earthquake, fire, flood, storm or extreme weather condition; (d) theft, malicious damage; (e) strike, lockout or industrial dispute (whether affecting the workforce of Methven and/or any other person); (f) breakdown or failure of plant or machinery; (g) inability to obtain essential supplies or materials; (h) change in Applicable Law; (i) failure or default of a supplier or sub-contractor of Methven; or (j) event or circumstance to the extent it is beyond the reasonable control of Methven;
“Goods” means any goods which Methven supplies to the Customer (including any of them or any part of them) under a Contract;
“Insolvent” the Customer is Insolvent where it: (a) ceases, threatens to cease or, in Methven’s reasonable opinion appears likely to cease, to trade; (b) goes into liquidation or bankruptcy (or has a petition for its winding up or bankruptcy presented or passes a resolution for its winding up), (c) goes into administration (or is subject to an administration order or an application for an administration order made in respect of it), (d) has a receiver or administrator appointed over some or all of its assets or proposes an arrangement or compromise with its creditors; or (e) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction;
“Methven” means Methven UK Limited (registered number 06290166) whose registered office is at Eversheds House, 70 Great Bridgewater Street, Manchester, M1 5ES;
“Order” means a request by the Customer to purchase Goods from Methven;
“Prices” means the price(s) of the Goods set out in Methven’s price list in force at the date of
dispatch of the Goods or such other price(s) as agreed by the parties in writing.
1.2 all headings are for ease of reference only and will not affect the construction or interpretation of the Conditions;
1.3 unless the context otherwise requires:
1.3.1 references to the singular include the plural and vice versa and references to any
gender include every gender;
1.3.2 references to a “person” include any individual, body corporate, association,
partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
1.4 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re- enacted and/or replaced and in force from time to time; and
1.5 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.
2. FORMATION AND INCORPORATION
2.1 Subject to Condition 2.7, these Conditions apply to all Orders and Contracts for the
supply of Goods by Methven to the Customer. Methven’s acceptance of any Order placed by the Customer is strictly conditional upon the Customer’s acceptance of these Conditions and by placing an Order the Customer confirms its unconditional acceptance of these Conditions to the exclusion of all other terms and conditions which the Customer purports to apply under the Order, confirmation of order or similar document (including those stipulated or referred to by the Customer during the course of pre-contract discussions and/or negotiations) whether or not such document is referred to in the Contract.
2.2 Methven may update these Conditions from time to time. The current version of Methven’s Conditions (as updated) can be found at www.methven.com/uk (the “URL”).
2.3 Each Order or acceptance by the Customer of a quotation for Goods will be deemed to be an offer by the Customer to purchase Goods upon the most recent version of these Conditions (as available at the URL) at the time that the Order is placed or the quotation for Goods is accepted. The Contract is formed when the order is accepted by Methven by way of a written acknowledgement of order or by processing the Order (whichever the earlier).
2.4 The Customer must ensure that the terms of its Order and any applicable specification are complete and accurate.
Acceptance of delivery of the Goods will be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.5 Methven may cancel the Contract at any time prior to delivery.
2.6 Save as otherwise expressly provided in the Contract, no variation to the Contract (including these Conditions) will be effective unless it is in writing and signed by a duly authorised representative on behalf of Methven. Any oral undertakings or instructions issued and/or received by Methven’s employees shall not bind Methven unless it has
confirmed them in writing.
2.7 A quotation for the Goods given by Methven shall not constitute an offer. A quotation
shall only be valid for a period of 30 Business Days from its date of issue, unless otherwise agreed in writing by Methven.
3. DESCRIPTION AND SPECIFICATION
3.1 All samples and information, prices, specifications, descriptions and/or colour
of illustrations shown in Methven’s catalogues, advertisements, brochures, on Methven’s website or in any other communications from or on behalf of Methven from time to time are indicative, subject to change without notice and shall under no circumstances form part of the Contract or otherwise bind Methven.
3.2 Methven may make any changes to the specification, design, materials or finishes of the Goods which:
3.2.1 are required to conform with any Applicable Laws; or
3.2.2 do not materially affect their quality or performance.
3.3 Where Goods are made to the Customer’s own specification or design
(“Specification”), the Customer undertakes full responsibility for the suitability and fitness of the Specification and will indemnify, keep indemnified and hold harmless Methven in full and on demand against all actions, claims, costs, demands, expenses and damages (including without limit for legal actions) however suffered or incurred by Methven in the event that any claim or claims are made or alleged against Methven relating to the Specification and/ or the manufacture, use , sale import and/or export of any goods based on the Specification.
4. PRICE AND PAYMENT
4.1 Except as set out in Condition 4.3 or as otherwise agreed by the parties, the Prices
are exclusive of insurance, carriage and delivery costs which will be payable by the Customer in addition to the Prices. Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
4.2 Methven will be entitled to vary the Prices:
4.2.1 following any request by the Customer to change the delivery date(s), quantities or
types of Goods ordered;
4.2.2 following any changes in the specification made at the request of the Customer and
agreed by Methven; following any changes in the specification made at the request
of the Customer and agreed by Methven;
4.2.3 to cover any extra expense as a result of the Customer’s instructions or lack of
instructions and/or a failure of the Customer to give Methven adequate or accurate
information;
4.2.4 to comply with the requirements referred to in Condition 3.2.1; and/or
4.2.5 to cover any increase in the cost to Methven of manufacturing or selling the
Goods including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and/or manufacturing costs;
Methven will give written notice of the variation to the Customer.
4.3 Where the Price for the Goods contained in any Order for delivery:
4.3.1 to the United Kingdom (excluding Northern Ireland and all Scottish islands) is equal to or greater than £50.00 (fifty pounds sterling) excluding VAT, the Price includes the cost
of carriage to the contracted place of delivery;
4.3.2 to the United Kingdom (excluding Northern Ireland and all Scottish islands) is less than
£50.00 (fifty pounds sterling) excluding VAT, a delivery charge of £5.00 (five pounds
sterling) will be payable by the Customer to Methven in addition to the Price;
4.3.3 to Northern Ireland, the Republic of Ireland, the Channel Islands or the Isle of Man is equal to or greater than £200.00 (two hundred pounds sterling) excluding VAT, the
Price includes the cost of carriage to the contracted place of delivery;
4.3.4 to Northern Ireland, the Republic of Ireland, the Channel Islands or the Isle of Man is less than £200.00 (two hundred pounds sterling) excluding VAT, a delivery charge of £20.00 (twenty pounds sterling) will be payable by the Customer to Methven in
addition to the Price,
and in each case, Methven will deliver the Goods to the contracted place of delivery by the means most convenient to Methven.
4.4 The Customer will pay the Prices to Methven in accordance with this Condition ‎4. All payments will be made in cleared funds in the currency in which the sums payable are expressed on Methven’s invoice. Payment for Goods by credit card will incur a 2% surcharge at the time of payment.
4.5 Methven will be entitled to invoice the Customer for the Prices for the Goods and any applicable insurance, carriage and delivery costs payable by the Customer in addition to the Prices following dispatch of the Goods to the Customer.
4.6 Unless otherwise agreed in writing by Methven, each invoice will be payable by the Customer not later than 30 days following the month in which the invoice is issued. Time for payment by the Customer shall be of the essence of the Contract.
4.7 Notwithstanding any purported contrary appropriation by the Customer, Methven will
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