DEFINITION CLAUSE
a The 'seller' means Impex Russell Ltd.
b The 'goods' means all items which the buyer agrees to buy from the seller.
c The 'buyer' means the person who buys or agrees to buy the goods from the seller.
GENERAL Orders are only accepted subject to the Conditions of Sale set out below and the seller shall not be bound by any other terms, written oral or implied, or which are conditions customary in the trade and whether contained in customer's order forms or not. These conditions shall apply unless expressly varied by the seller in writing.
TERMS Accounts are net and payment is due on the last day of the month following that in which the goods were despatched. Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at a rate of 2% above Barclays Bank Plc base rate from time to time in force as well as before any judgement.
DELIVERY Although the seller shall make every effort to deliver on the date in the contract time for delivery shall not be of the essence and the seller shall not be liable for any loss or damage resulting from any delay.
RISK Risk shall pass to the buyer:
5.1 If delivery is to be made at the seller's address, at the time when the seller notifies the buyer that the goods are available for collection; or
5.2 If delivery is to be made elsewhere than at the seller's address at the time of delivery or, if the buyer wrongfully fails to take delivery, of proffering delivery.
CLAIMS
6.1 Breakages and shortages must be notified in writing within three days of receipt, otherwise responsibility cannot be accepted. Damaged goods must be notified in writing within 10 days of receipt. The seller's liability shall be limited to, at the seller's option, replacing the goods or supplying parts where practical or refunding the price of the goods where not practical to supply replacement parts. Under no circumstances shall the liability of the seller exceed the price of the goods. Replacements for damaged goods will be charged and credit issued on the returns of the damaged goods to the seller in the original packaging. Goods returned at customers request must be by prior written arrangement with Seller and must be returned in their original packing to ensure no damage is sustained during transit and will be subject to a restocking charge of 20%. All returns must be directed to Impex House, Wellington Road, London Colney, St. Albans, Herts, AL2 1EY Where a delivery is received by the 'buyer' and the outer packing is damaged in any way. The 'buyer' must sign for the parcel/parcels as "Damaged" Signing, as "Unexamined" Cannot be accepted for claims. We regret that we cannot entertain any claim which is not identified to the carrier as having been received "Damaged"
6.2 Where items are agreed for return they must be carefully packed, suitable for third part carrier. Where applicable all crystal trim must be removed from the frame, individually wrapped and packed carefully in box. CONDITION OF RETURN DETERMINES CREDIT AMOUNT.
CARRIAGE
7.1 Carriage and packaging is free for UK mainland deliveries provided nett invoice value is a minimum of £300.00 excluding VAT. For invoices below £300.00 carriage and handling will be charged. All goods forwarded at customer special request by third party (i.e. other than account holder) are at own risk and are subject to a handling charge.
7.2 Prices for Export are quoted 'Ex-Factory' packing included. Excluding Ireland.
7.3 Carriage and packaging is free for Northern and Southern Ireland provided nett invoice value exceeds minimum equivalent to €1,500.00.
PRICES Whilst every endeavour will be made to deliver at the prices quoted, the seller reserves the right to invoice at the price ruling at the date of delivery. The price is exclusive of VAT which shall be due at the rate ruling at the date of the seller's invoice.
PRODUCT INFORMATION Although the seller shall use its best endeavours to ensure that the information contained in the seller's catalogue is correct at the time of going to press. The seller shall not be under any liability for any damage, loss or expense resulting from any error or omission contained in the seller's catalogue. All measurements given are in millimetres and are approximate and exclude chain and ceiling plate.
DESIGN CHANGES The seller's policy is one of continuing development and improvement. Consequently, the seller reserves the right to change or amend specifications without prior notice.
REPRODUCTION RIGHTS The seller's policy is for the buyer to obtain authorization in writing from the seller on an annual basis (January to December every year) for reproduction permission for Catalogues, Websites, Adverts etc for the trademark and product images by style number.
RETENTION OF TITLE In spite of delivery having been made property in the goods shall remain in the seller until payment in full of the price and all other sums owed by the buyer to the seller and the following conditions shall apply:
12.1 The buyer shall hold the goods as the seller's bailee and shall keep them properly stored, protected and insured and identified as the seller's property
12.2 Whilst the buyer has the right to dispose of the goods in the ordinary course of business on a bona fide sale without notice to the customer of the seller's rights hereunder, the buyer must account to the seller for the proceeds to the extent of the amount due to the seller;
12.3 The buyer hereby grants to the seller the right to enter any premises where the goods are stored in order to repossess or inspect them.
BREACH AND INSOLVENCY If the buyer breaches any condition of this contract or becomes subject to an Administration Order or becomes bankrupt or has a receiver appointed for or distress is levied on any part of its assets or business or goes into liquidation or makes any composition with its creditors the seller shall be entitled whether in respect of this contract or any other to:
13.1 Withhold any further deliveries to the buyer and/or cancel the contract without liability;
13.2 Appropriate any payment made by the buyer to such of the goods whether supplied under this contract or any other as the seller shall think fit;
13.3 Immediate payment of all sums whatever owing by the buyer to the seller notwithstanding any previous agreement to the contrary;
13.4 Exercise any of its rights pursuant to Clause 11.
FORCE MAJEURE The seller shall not be liable for any default due to any act of God, war, strikes, lock-outs or other industrial action, difficulties in obtaining labour or parts, governmental or other restrictions or regulations or other event beyond the reasonable control of the seller.
PROPER LAW AND JURISDICTION All disputes arising out of or in connection with the contract shall be governed by English law and the buyer accepts the jurisdiction of the Courts of England.
