Terms and Conditions

1. GENERAL

In these conditions ‘the Seller’ means Continental Fireplaces Limited and the ‘Buyer’ means the person(s) named as the buyer(s) in the Seller’s Order Acknowledgement and the ‘Goods’ means the items specified in the Seller’s Order Acknowledgement.

(a) Neither the Buyer’s acceptance of any quotation or tender of the Seller, nor the Buyer’s order shall institute a contract until such acceptance of order has been acknowledged by the Seller’s Order Acknowledgement Form.

(b) Contracts are made, orders accepted and goods delivered by the Seller only upon and subject to these conditions.

(c) No statements, promises or representations of any kind (whether contained in the Seller’s sales literature or otherwise) made before, or at the time of giving of any order or the making of the contract and no qualifications or annulment of any of these Conditions contained in the Buyer’s order, after acceptance or confirmation of order or in correspondence shall be part of or affect the terms of the contract, unless such qualifications or annulment is expressly confirmed in writing by the Seller.

 

2. NON-ASSIGNABILITY

Every Contract is between the Seller and the Buyer as principals and is not assignable without the consent of the Seller.

 

3. TERMS OF PAYMENT

(a) Unless otherwise indicated in the Seller’s Order Acknowledgement Form the Seller will invoice the Goods when they are available and payment shall be due in advance in whole prior to the delivery/collection date as specified in the Seller’s Order Acknowledgement Form.

(b) All moneys are payable in pounds sterling (or in euros) in the amounts shown on the Seller’s invoice and are to be paid without any deduction.

(c) Where payment is delayed beyond the date specified for payment the buyer shall pay interest on any sums remaining unpaid at the rate of 4% above base lending rate of Barclays Bank Plc for the time being from the date so specified for payment until date of actual payment as well after as before any judgement.

(d) If payment it not received in full by the Delivery Date then the Seller shall be entitled to delay delivery until such payment is made.

 

4. RISK AND TITLE

(a) Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when the Seller notifies the Buyer that the Goods are ready for collection.

(b) If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when the Seller has tendered delivery of the Goods.

(c) The Buyer shall insure the Goods for their full replacement value from the date when risk passes  to the Buyer under clauses (a) or (b) hereof until the Goods are paid for in full.

(d) Legal and beneficial title in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the purchase price.

(e) The Seller requires the Buyer shall store the Goods in such a way that they are clearly the property of the Seller and shall maintain full insurance cover against loss or damage in respect thereof.

(f) The Buyer undertakes, in relation to each item of the Goods, not to remove parts from, add to, modify or otherwise do any work on such Goods without the express prior written permission of the Seller.

(g) If the Buyer incorporates or allows the incorporation of an item of the Goods into other goods in any way, legal and beneficial title to those other Goods, both during the process or incorporation and thereafter shall vest forthwith in the Seller and the Buyer shall hold them in fiduciary capacity as bailee for the Seller.

(h) The Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if full payment is not received in accordance with this agreement. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to the Seller at its own cost.

(i) If the goods are installed or fitted in the Buyer’s property then the Seller shall have the right to enter the Buyer’s property in order to remove the goods, and shall do so at the expense of the Buyer. The Seller shall not be responsible for any damage howsoever caused in the removal of the Goods.

(j) The Buyer’s right to possession of the Goods in which the Seller retains legal and beneficial title shall terminate if:

(i) the Buyer commits a material breach of its obligations under these Terms and Conditions; or

(ii) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

 

5. LIEN

Until all outstanding invoices rendered to the Buyer by the Seller are paid in accordance with clause 3 above, the Seller shall have a general lien (in addition to any other right or remedy open to the Seller) upon any goods of the Buyer from time to time in the Seller’s possession or control and the Seller may enforce such lien by selling all amounts then due to the Seller under this contract or otherwise and appropriating the same.

 

6. DELIVERY

(a) Any delivery time or date named by the Seller is an estimate only and the Seller shall not be liable for the consequences of any delay.

(b) If any delivery is delayed by the fault of the Buyer, the Seller may charge the Buyer reasonable storage charges and may, after giving the Buyer reasonable notice, dispose of the goods and recover from the Buyer all losses and expenses howsoever incurred by reason of the Buyer’s failure to take delivery.

(c) If any delivery is delayed due to the lack of clear access for placing of the goods, the Seller may charge the Buyer extra to cover for this delay.

(d) If any delivery is not accepted when delivered in accordance with the Buyer’s instructions, then the cost involved by the Seller in making other arrangements will be charged to the Buyer as an extra.

 

7. DAMAGE IN TRANSIT

The Buyer, before off loading, must inspect goods for damage. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the delivery ticket is noted arrived in damaged condition’ or with a statement of the damage or loss and a formal claim is made within three days. Tickets signed ‘unexamined’ will not be accepted by the Seller as a basis for a claim by the Buyer. Any claim made for damaged goods should state the nature and extent of the damage, not necessarily the money value. The Seller’s legal liability in respect of claims under this clause shall be limited to the invoice price of the damaged goods, and the Seller shall accept no liability for damage to goods whilst being unloaded by the Buyer, its employees or agents.

 

8. ACCEPTANCE OF THE GOODS

(a) If the Buyer is not satisfied with the Goods and wishes to return them it may do so provided:

(i) the Buyer informs the Seller that it wishes to return the Goods within 14 days of delivery;

(ii) the Goods remain in their original condition (as delivered); and

(iii) the Buyer agrees to bear the cost of delivery to the Seller.

(b) If the Goods are damaged or defective, the Buyer shall have the right to return them to the Seller within 14 days of delivery and the Seller shall bear the costs of delivery.

(c) Goods which have been custom made for the Buyer may only be returned if they are defective; such return to be within 14 days of delivery. The Buyer’s statutory rights are unaffected.

(d) A refund shall be issued to the Buyer only upon the receipt of the Goods in accordance with this Clause 8.

 

9. GUARANTEE AND GENERAL LIABILITY

The Seller will at its own expense repair, or at its discretion replace the goods, or any part thereof which are proved, to the reasonable satisfaction of the Seller, to have been defective in material or workmanship at the time of acceptance of the goods by the buyer provided that written notice of each such defect is given to the Seller within twelve months of the delivery of the goods to the Buyer provided that:

(a) This period may be extended upon receipt of alternative conditions supplied by the manufacturer

(b) The Goods are installed and commissioned to the satisfaction of the Seller

(c) The Seller is given full opportunity to investigate and inspect the goods and defective parts thereof

(d) The Seller does not accept responsibility for defects or damage caused or contributed to by:

 (i) unsuitable or careless care or handling or faulty erection, installation or assembly or operation by the Buyer (or for any other person other than the Seller or its employees) or

(ii) normal wear and tear or

(iii) any alteration additional to or adaptation of the goods made without the written approval of the seller or

(iv) defect occurring in or damage caused by goods or parts of goods manufactured by persons other than the Seller (whether supplied separately or incorporated in the goods) except to the extent to which the Seller actually received indemnity without legal expenses from such persons, or

(v) any glass within the Goods.

(e) The Buyer shall give the Seller such time to effect all such repair and substitutions as the Seller considers necessary to implement this guarantee.

(f) The Seller may refuse to fulfil this guarantee or any part thereof if and so long as the Buyer does not fulfil its contractual obligations under this or any other contract existing between the Seller and the Buyer.

 

10. INSTALLATION

When the Buyer wishes the Seller to install the Goods:

(a) The Seller shall install the Goods at the property agreed with the Buyer (‘the Property’) as per the price agreed between the parties and given in the Seller’s Order Acknowledgement.

(b) If, when the Seller inspects the Property or attempts to install the Goods it finds that the Property is not as described or there are unforeseen complications, it shall be entitled to increase that part of the purchase price for the Goods which is apportioned to the installation.

 

11. FORCE MAJEURE

If the performance of the contract or any obligation thereunder is prevented by force majeure, the Seller shall be excused performance provided that the Seller shall use its best endeavours to remove such cause(s) or nonperformance, and shall continue performance thereunder without delay whenever such cause(s) are removed. For the purpose of these conditions, the term Force Majeure includes acts of God, strikes, lock-outs, fire accident, lightning, earth quakes, storms, floods, explosion, war and any other circumstances, whether similar or dissimilar beyond the reasonable control of the Seller.

 

12. TERMINATION

If the Buyer commits any breach of the terms and conditions of the contract or suffers distress or becomes insolvent or commits an act of bankruptcy, or enters into an agreement or composition with his creditors, or goes or is put into liquidation(other than solely for amalgamation or reconstruction), or if a receiver is appointed over any part of the Buyer’s business, the Seller may without prejudice to any rights which may have accrued in him, terminate the Contract summarily by notice in writing.

 

13. ARBITRATION

These conditions of Sale and any contract arising hereunder shall in all respects be construed in accordance with the Laws of England. Any dispute which may arise hereunder shall be referred to a single arbitrator in accordance with the Arbitration Act1996 or any statutory modification or re-enactment thereof.

 

14. SEVERANCE

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

15. CANCELLATIONS

If the Buyer wishes to cancel its order once the Seller’s Order Acknowledgement Form has been sent to the Buyer, then it may do so only with the Seller’s consent, and on paying such cancellation fee as the Seller requires.

 

16. WAIVER

No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

17. NOTICES

Any and all notices given under this contract shall be in writing and sent by first class post to the registered or principal office of the person to whom it is addressed and shall be deemed to have been received in the case of the Buyer having its home, or registered or principal office in the United Kingdom two working days after the date of posting thereof. In the case of the Buyer having its registered of principal office outside the United Kingdom, six working days after the date of posting thereof.

 

18. RIGHTS OF THIRD PARTIES

For the purposes of the Contracts (Rights of Third Parties) Act 1999, andnotwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

 

19. LAW AND JURISDICTION

(a) These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

(b) Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

Copyright Continental Fireplaces Limited 2012

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