Page 121 - Deva 2015 - 2016 Shower & Tap Collection

DEVA - THE SHOWER & TAP COMPANY
TERMS & CONDITIONS OF SALE
be entitled, by giving written notice to the Customer, to appropriate any payment by
the Customer to any invoice issued by Methven.
4.8 Save as otherwise expressly provided in the Contract or required by
law, all payments to be made by the Customer to Methven under the Contract will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.
4.9 Methven will be entitled to invoice and the Customer will pay (within 30 days following the date on which the invoice was issued) the sum of £25.00 or, if greater, any sums payable by Methven to any financial institution as a result of one or more cheques failing to pass such financial institution’s cheque clearing process at the first attempt.
4.10 The Customer will pay to Methven all costs, expenses and disbursements incurred by Methven (including debt collection costs, agency fees and commissions and legal costs) relating to the recovery by Methven of any amounts not paid when due by the Customer under these Conditions.
4.11 In the event that Methven agrees to apply discounted Prices to the Customer’s Orders of particular Goods for a fixed time period and/or in respect of a specified quantity of Goods (a “Fixed Term Quotation”) and Methven provides the Customer with a quotation number in respect of the Fixed Term Quotation, the application of the discounted Price to an Order is conditional on the Customer quoting the quotation number and/or the agreed discounted Price at the time of placing such Order. If the Customer fails to quote the quotation number or the agreed discounted price at the time of placing an Order (i) the discounted Prices will not be applied to the Order; and (ii) no credits or other adjustments will be made to the Price payable for the ordered Goods once the Order has been accepted by Methven. At the end of the period of fixed term pricing, the Price for the Goods will be the Price set out in Methven’s price list in force at the date of dispatch of the Goods from Methven to the Customer.
5. DELIVERY
5.1 The Goods will be delivered to the Delivery Point. Where the Delivery Point is a location
other than Methven’s place of business, the Customer shall be solely responsible for (i) providing Methven with a correct address for delivery and (ii) no less than 5 Business Days prior to Methven’s proposed delivery date, notifying Methven in writing of any changes to the delivery address and the Customer’s contact details.
5.2 Any dates quoted for delivery are approximate only. Methven will use reasonable endeavours to deliver each of the Customer’s orders for the Goods within the time agreed when the Customer places an Order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence. If, despite those endeavours, Methven is unable for any reason to fulfil any delivery or performance on the specified date, Methven will not be in breach of the relevant Contract, nor (for the avoidance of doubt) will Methven have any liability to the Customer for direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery. Any delay in delivery will not entitle the Customer to cancel the order unless and until the Customer has given 5 Business Days’ written notice to Methven requiring the delivery to be made and Methven has not fulfilled the delivery within that period. If the Customer cancels the order in accordance with this Condition ‎5.2 then:
5.2.1 Methven will refund to the Customer any sums which the Customer has paid to Methven in respect of that order or part of the order which has been cancelled; and
5.2.2 The Customer will be under no liability to make any further payments under Condition
4.3 in respect of that order or part of the order which has been cancelled.
5.3 Methven shall not be in breach of Condition 5.2 and shall, subject to Condition 9.5, shall have no liability to the Customer for any delay in delivery of the Goods or failure to deliver the Goods which arises out of or in connection with the Customer’s failure to provide Methven with adequate delivery instructions or other information
reasonably required to enable Methven to comply with Condition 5.2.
5.4 Methven shall be entitled to defer or withhold delivery of the Goods until all monies due from the Customer under the Contract or any other contract between Methven
and the Customer have been received by Methven.
5.5 Where the Delivery Point is Methven’s place of business, (i) the Customer will take
delivery of the Goods within five Business Days of the Company giving it notice that the Goods are ready for delivery; (ii) delivery of the Goods will be made during Methven’s usual business hours; and (iii) delivery shall be deemed to occur upon the taking of possession of the Goods by the Customer. Where the Delivery Point is not Methven’s place of business, delivery of the Goods will be accepted at any time of day and delivery shall be deemed to occur upon commencement of unloading the Goods from the delivery vehicle.
5.6 The Customer will be responsible for loading or off-loading (as applicable) the Goods at the Delivery Point and, where the Delivery Point is not Methven’s place of business, the Customer will provide at its risk and expense adequate and appropriate equipment and manual labour for such loading or off-loading.
5.7 Methven may deliver the Goods by separate instalments. Methven will be entitled to invoice the Price for each instalment separately in accordance with Condition 4.5.
5.8 Each instalment will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment will entitle the Customer to repudiate or cancel any other Contract or instalment.
5.9 In the case of goods to be sent by sea, Methven shall be under no obligation to give the Customer any notice for the purposes of Section 32(3) of the Sale of Goods Act 1979.
6. RISK AND OWNERSHIP
6.1 The risk of damage to or loss of the Goods shall pass to the Customer
on delivery.
6.2 The Customer will inspect the Goods on delivery and will, as soon as possible and in
any event within seven days from and including the date of delivery, give notice to Methven of any breach or defects in relation to those Goods (including any shortfall in or damage to the Goods).
6.3 If the Customer does not give notice to Methven under Condition 6.2 in respect of any Goods, the Customer will be deemed to have accepted such Goods on expiry of the seven day period from and including the date of delivery.
6.3.1 Legal and beneficial ownership of the Goods shall not pass to the Customer until Methven has received payment in full in cleared funds for:
6.3.2 all sums due in respect of the Goods; or
6.3.3 any other goods or services that Methven has supplied to the Customer.
6.4 Until title to the Goods has passed to the Customer, the Customer shall:
6.4.1 hold the Goods on a fiduciary basis as Methven’s bailee;
6.4.2 store the Goods (at no cost to Methven) separately from all other goods held by the
Customer so that they remain identifiable as Methven’s property;
6.4.3 not destroy, remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
6.4.4 maintain the Goods in satisfactory condition and keep them insured against all risk for
their full price from the date of delivery;
but the Customer may resell or use the Goods in the ordinary course of its business. Any sale of Goods by the Customer pursuant to this Condition 6.4 will be a sale of the Customer’s property on the Customer’s own behalf and the Customer will deal as principal when making such a sale.
6.5 The Customer’s right to possession, use and resale of the Goods will terminate immediately:
6.5.1 if the Customer becomes Insolvent;
6.5.2 on Methven giving the Customer written notice that it has any reasonable concerns
regarding the financial standing of the Customer;
6.5.3 if the Customer fails to pay any sum due to Methven under the Contract or any other
contract between Methven and the Customer on or before the due date; or
6.5.4 if the Customer encumbers or in any way charges any of the Goods.
6.6 The Customer grants Methven, its agents, employees and sub-contractors an
irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession, use and resale has terminated, to recover them.
6.7 If the Customer’s right to possession, use and resale of the Goods terminates in accordance with Condition 6.5, Methven will be entitled to issue the Customer with a credit note for all or any part of the price of the Goods together with value added tax thereon.
6.8 In the event that Methven has failed to deliver the Goods by the date on which the Customer received an invoice in respect of the Goods, the Customer must within seven days from and including the date on which the invoice was received by the Customer, inform Methven that such Goods have not been delivered.
7. TERMINATION
7.1 If the Customer:
7.1.1 fails to make any payment when it becomes due;
7.1.2 becomes Insolvent;
7.1.3 commits a material breach of the Contract which cannot be remedied; or
7.1.4 commits a material breach of the Contract which can be remedied but fails to
remedy that breach within 30 days of a written notice setting out the breach and requiring it to be remedied being given by Methven,
without prejudice to any other rights that Methven may have under the Contract or otherwise, Methven may (at its discretion) defer or cancel any further deliveries and/ or terminate the Contract immediately by giving written notice to that effect to the Customer.
7.2 A material breach can be remedied if the Customer can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence.
7.3 Following expiry or termination of the Contract:
7.3.1 Methven will be entitled to invoice all Prices and any insurance, carriage and delivery
costs incurred which have not yet been invoiced; and
7.3.2 all invoices (including any invoices issued under Condition 7.3.1) will become
immediately due and payable by the Customer.
7.3.3 Conditions 1, 2, 6, 7.3, 8, 9, 10 and 12 will continue in force, together with any
other Conditions which expressly or impliedly continue to have effect after expiry or
termination of the Contract; and
7.3.4 all other rights and obligations will immediately cease without prejudice to any rights,
obligations, claims (including claims for damages for breach) and liabilities which
have accrued prior to the date of expiry or termination.
7.4 Methven will be entitled to suspend any deliveries otherwise due to occur following
service of a notice specifying a breach under Condition 7.1.4, until either the breach
is remedied (if applicable) or the Contract terminates, whichever occurs first.
7.5 Subject to Condition 5.2, cancellation and/or deferment of any Order by the Customer will only be accepted (at Methven’s sole discretion) by Methven issuing express written approval of such cancellation and/or deferment to the Customer and in any case on condition that any costs or expenses incurred by Methven up to the date of cancellation and/or deferment and all loss, costs and/or other liabilities resulting to Methven by reason of such cancellation and/or deferment will be
immediately (on request by Methven) reimbursed by the Customer to Methven.
NEXT DAY DELIVERY ON ORDERS RECEIVED BEFORE 4PM† www.deva.org.uk 121 † 3pm on Fridays, all prices subject to VAT at current prevailing rate