C Brewer & Sons Ltd Trading Terms & Conditions
All goods sold by C Brewer & Sons Ltd (“the Company”) are subject to the following terms and conditions (“the Terms”):
1. Basis of Sale
1.1 These Terms set out the whole agreement for the sale of goods. Special conditions on customers’ order forms will be understood to be binding only when they are not at variance with these Terms. The Company will only accept responsibility for statements and representations made in writing by our authorised employees and agents. Customers will be bound by these Terms once a contract comes into existence.
1.2 Any samples (in particular paint colour samples) or advertising the Company issues, and any illustrations contained in the Company’s catalogues or brochures, are issued in good faith but are solely to provide customers with an approximate idea of the goods they describe and should not be treated as an exact description of the goods.
1.3 An order is an offer by customers to enter into a binding contract, which the Company is free to accept or decline at its absolute discretion.
1.4 The Company has the right to revise and amend these Terms from time to time. Customers will be subject to the policies and terms in force at the time that they order goods from the Company, unless any change to those policies or these Terms is required by law or government or regulatory authority.
2. Quality and Purpose
2.1 All goods are believed by the Company to be of a satisfactory quality suitable for the purpose and specification for which they are intended and to be in accordance with their description. Customers should note that goods are subject to manufacturers standard industry accepted variations in product specification. A defect must be reported to the Company immediately it is discovered.
2.2 Technical information in response to enquiry is given by the Company in good faith. It will be for the customer to satisfy himself as to suitability for his own particular purpose which may depend upon site conditions that are unknown to the Company.
2.3 This warranty is in addition to customers’ legal rights. Advice about consumers legal rights is available from their local Citizens’ Advice Bureau.
2.4 This warranty does not apply to any defect in goods arising from fair wear and tear, wilful damage, accident, negligence by customers or any third party, if customers use goods in a way that the Company does not recommend, customers’ failure to follow the Company’s instructions, or any alteration or repair customers carry out without the Company’s prior written approval.
2.5 These Terms apply to any repaired or replacement goods the Company supplies to customers in the unlikely event that the original goods are defective or do not otherwise conform to these Terms.
3. Health and Safety at Work
3.1 The Company makes available in good faith product information concerning the conditions necessary to ensure that goods supplied will be safe and without risks to health when properly used. This should not be considered of itself to constitute an adequate risk assessment as may be required under Health and Safety legislation.
3.2 If customers are or become aware of any risk to health or safety in connection with goods they should immediately contact the Company.
4.1 All goods are delivered free within the area served by the Company.
4.2 The Company will not be liable for:
(a) any delay in the delivery of goods caused by factors beyond the Company’s control;
(b) for short delivery of goods, whether delivered on the Company’s own transport or otherwise, unless customers notify the Company of the full particulars in writing within 3 days.
4.3 The Company will take reasonable steps to meet the delivery date set out on customers’ order forms or as otherwise agreed. Where delivery has been affected by factors beyond the Company’s control, and so cannot be guaranteed, the Company will inform customers of such an unexpected delay and will arrange a new delivery date.
4.4 Should customers fail to take delivery of goods, then, except where this failure is caused by an event beyond the Company’s control, the Company:
(a) will store the goods until delivery takes place and may charge customers a reasonable sum to cover expenses;
(b) shall have no liability to customers for late delivery.
4.5 In the event that the Company is not able to deliver the whole of the goods at one time due to operational reasons or shortage of stock, the Company will deliver the goods in instalments. Each instalment shall constitute a separate contract. If the Company is late delivering an instalment or one instalment is defective, customers will not be entitled to cancel any other instalment.
5. Property and Risk
5.1 The risk in goods supplied by the Company shall pass to customers at the point of collection or delivery and, notwithstanding Condition 5.2, the Company shall have no responsibility in respect of the safety of such goods thereafter.
5.2 The ownership of goods supplied by the Company will only be transferred to customers once all sums due to the Company have been paid in full and, until paid, the Company may repossess the goods and may do so, subject to the granting of a valid Court Order, by entering premises.
5.3 The Company may disclaim its right of ownership of goods supplied by notification and if goods have not been repossessed within 6 months, ownership in those goods shall pass to customers.
5.4 Until such time as ownership of goods supplied passes, customers are entitled to resell or use such goods in the ordinary course of their business but shall hold those goods or sums received in respect of those goods as the Company’s fiduciary agent and bailee and shall properly store, protect and insure those goods, shall keep them separate from all other goods and shall identify them as the Company’s property. In addition, customers shall not be entitled to pledge, or in any way charge by way of security for any indebtedness, any goods which remain the property of the Company.
6.1 Orders are accepted on the condition that goods will be supplied at the Company’s prices ruling at the date of despatch inclusive of VAT. Prices are liable to change at any time, but price changes will not affect an order that the Company has confirmed in writing.
6.2 In the event that the rate of VAT changes between the date of an order and the date of delivery, the Company will adjust the VAT customers pay, unless customers have already paid for goods in full before the change in the rate of VAT takes effect.
6.3 Any tax due in respect of vouchers issued by the Company is the responsibility of the recipient.
7. Credit Accounts
At the discretion of the Company and subject to acceptable credit references a Credit Account may be opened at any branch for use at all the Company’s trading outlets. All notifications of changes to an account whether as to name, address or use must be made in writing.
8. Credit Reference
8.1 The Company may undertake enquiries of credit reference agencies and other organisations who may also keep a record of that enquiry. The enquiries may concern individuals, partners and the directors and principals of a limited company.
8.2 The Company may record information relating to the trade sales to customers and such information may be shared with other organisations such as collection agents and lawyers to enable recovery of sums due. Others may also use such information when assessing further credit applications.
9.1 Credit Accounts are maintained on the condition that payment is received by the end of the month following the month in which goods are delivered. All payments shall be made free and clear without any deduction for, or account of, any set-off or counterclaim.
9.2 If customers fail to make any payment by the due date then, in addition to the Company’s other rights or remedies, payment of the full balance of an account where any part remains unpaid shall immediately become due and payable and the Company shall be entitled to charge interest on such sum overdue at the rate of 4% per annum above the base lending rate for the time being of Barclays Bank plc. This interest shall accrue on a daily basis from the due date until the date of actual payment of the sum overdue, whether before or after judgment. Customers must pay interest together with the sum overdue. The Company shall also be entitled to cancel or suspend any contract for which sums are overdue and/or any other outstanding orders until such time as customers have made payment for the sums overdue.
9.3 Condition 9.2 shall not apply for the period of dispute if customers dispute the payment due in good faith and inform the Company promptly after receipt of the invoice that they dispute such payment.
10.1 The Company reserves the right to refuse to accept the return of any goods correctly supplied to order, save for where such goods do not conform to these Terms and have been checked by the Company to be so defective.
10.2 Paints produced by colour tinting machines and special orders (as defined in Clause 11) correctly supplied to order are not returnable, save for where such goods do not conform to these Terms and have been checked by the Company to be so defective.
10.3 Due to problems arising from design currency and manufacturing batches, wallcoverings and fabrics correctly supplied to order are not normally returnable.
10.4 Goods supplied in accordance with these Terms which are accepted for return must be supported by the invoice or delivery note number and, if authorised for credit, may be subject to a minimum re-stocking charge of 10% of their stock value.
10.5 The legal rights of consumers are unaffected by this Clause 10.
11. Special Orders
Orders for goods not stocked and specially obtained may be subject to additional charges to cover the extra costs incurred, for example supplier’s delivery costs. Special orders cannot be cancelled once the order has been accepted by the Company.
12. Limitation of Liability
12.1 Customers acknowledge that they have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the contract.
12.2 The liability of the Company shall not exceed the value of the goods supplied.
12.3 The Company shall not be responsible for any failure to comply with these Terms resulting in losses that are categorised as follows:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) any waste of time.
However, this Condition 12.3 shall not prevent claims for foreseeable loss of, or damage to, customers’ physical property resulting from the Company’s breach of these Terms.
12.4 This Condition does not include or limit in any way the Company’s liability for:
(a) death or personal injury caused by the Company’s negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for the Company to exclude or attempt to exclude the Company’s liability.
13. Force Majeure
13.1 The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of the Company’s obligations under these Terms that is caused by events outside the Company’s reasonable control (“Force Majeure Event”).
13.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond the Company’s reasonable control and includes, in particular (without limitation), the following:
(a) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
(b) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(c) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
(d) impossibility of the use of public or private telecommunications networks.
13.3 The Company’s obligations under these Terms are suspended for the period that the Force Majeure Event continues. The Company will take reasonable steps to find a solution by which the Company’s obligations under these Terms are able to be performed despite the Force Majeure Event.
Customers may not transfer any of their rights or obligations under these Terms to another person(s) without the Company’s prior written consent, which the Company will not withhold unreasonably. The Company may transfer all or any of its rights and obligations under these Terms to another organisation, but which will not affect customers’ rights under these Terms.
15.1 If any court or competent authority should decide that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid.
15.2 The failure or delay by either party to exercise a right or remedy provided by the contract or by law does not constitute a waiver of that right or remedy or of any other rights and remedies. No waiver by the Company of any of these Terms shall be effective unless the Company expressly says that it is a waiver and the Company informs you so in writing.
15.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.4 These Terms shall be governed by English law and the Company and its customers both agree to submit to the exclusive jurisdiction of the English courts.