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1 INTERPRETATION
1.1 In these Conditions: “Buyer” means the person who accepts a quotation of
the Seller for the sale of the Goods or whose order for the Goods is accepted
by the seller.
“Goods” means the goods (including any installment of the goods or any part for
them) which the seller is to supply in accordance with these Conditions.
“Seller” means Total FX Fireworks Ltd.
“Conditions” means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any special terms
and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the Goods.
“Appropriate Credit Period” means the period of time following the date of the
Sellers invoice within which the buyer shall pay the price of the goods. The
Appropriate Credit Period will be specified by the Seller when an order is
confirmed.
“Writing” includes facsimile transmission and comparable means of communication
(excluding E-mail)
2 BASIS OF THE
SALE
2.1 The Seller shall sell and the Buyer shall buy the Goods
in accordance with any written quotation of the Seller which is accepted by the
Buyer, or any written order of the Buyer which is accepted by the Seller
subject in either case to the terms of these Conditions which shall govern the
Contract to the exclusion of any other terms and conditions subject to which
any such quotation is accepted or purported to be accepted or any such order is
made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless
agreed in writing between the authorized representatives of the Buyer and the
Seller.
2.3 Any typographical clerical or other error or omission in
any sales literature quotation price list acceptance or offer invoice or other
document or information issued by the Seller shall be subject to correction
without any liability on the Seller.
3 ORDERS
AND
SPECIFICATIONS
3.1 The Buyer shall be responsible for ensuring the accuracy
of the terms of any order (including any specification) and for giving the
Seller any necessary information relating to the Goods within a sufficient time
to enable the Seller to perform the Contract.
3.2 The quantity quality description and any specification
for the Goods shall be those set out in the Seller’s quotation (if accepted by
the Buyer) or Buyer’s order (if accepted by the Seller).
3.3 The Seller reserves the right to make any changes in the
specification of the Goods which are required to conform with any relevant
safety or other statutory requirements which do not materially affect their
quality or performance.
3.4 No order which has been accepted by the Seller may be
cancelled by the Buyer except with the agreement in Writing of the Seller and
on terms that the Buyer except with the agreement in Writing of the Seller.
3.5 The Seller reserves the right to make similar replacements for fireworks that are currently out of stock.
4 PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted
price or where no price has been quoted (or a quoted price is no longer valid)
the price listed in the Seller’s published price list at the date of acceptance
of the order. Prices quoted are valid for only 30 days or until earlier
acceptance by the Buyer after which time they may be altered by the Seller
without giving notice to the Buyer.
4.2 Particularly because a substantial quantity of the Goods
are imported the Seller reserves the right by giving notice to the Buyer at any
time before delivery to increase the price of the Goods to reflect any increase
in the cost to the Seller which is due to any factor beyond their control (such
as any foreign exchange fluctuation, currency regulation alteration of duties,
significant increase in the costs of labour materials or other costs of
manufacture) or any change in delivery dates quantities or specifications of
the Goods which is requested by the Buyer or any delay caused by any
instructions of the Buyer or failure of the Buyer to give the Seller adequate
information or instructions.
4.3 The price is exclusive of any applicable value added tax
which the Buyer shall be additionally liable to pay to the Seller.
5 TERMS OF PAYMENT
5.1 The Seller shall be entitled to invoice the Buyer for
the price of the Goods at any time after delivery of the Goods unless the Goods
are to be collected by the Buyer or the Buyer wrongfully fails to take delivery
of the Goods in which event the Seller shall be entitled to invoice the Buyer
at any time after the Buyer has been notified that the Goods are ready for
collection or the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (less any
discount to which the Buyer is entitled, but without any other deduction)
within the Appropriate Credit Period notwithstanding that delivery may not have
taken place and the property in the Goods has not passed to the Buyer. The time
of payment of the price shall be of the essence of the Contract. Receipts for
payment will not be issued unless requested.
5.3 Where any part of any invoice is questioned by the
customer in good faith the amount in question may be deducted, but the balance
of the invoice must be paid in accordance with the above terms. Details of the
query including the invoice number and the reason for deduction must be
notified to the company within the period allowed for claims (see section 8)
5.4 Provided no previous invoice is overdue the Buyer may be
entitled to a prompt payment discount. Such discount, if appropriate, will be
shown on the relevant invoice and will be given only if payment is made within
the Appropriate Credit Period.
5.5 If the Buyer fails to make any payment on the due date
then the Seller shall be entitled to:
5.5.1 Cancel the contract or suspend any further deliveries
to the Buyer.
5.5.2 Appropriate any payment made by the Buyer to such of
the Goods (or the goods supplied under any other contract between the Buyer and
the Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer); and
5.5.3 Charge the Buyer interest (both before and after any
judgement) on the amount unpaid at the rate of 3 percent per annum above Bank
of Englands’ base rate, until payment in full is made, this includes the
Seller’s legal costs incurred. (A part of a month being treated as a full month
for the purpose of calculating interest)
6 DELIVERY / RETURNS
All orders should be received within 5 working days but can
be dispatched faster if requested, within 24hours in necessary. If the timing
of your delivery is crucial be sure to detail your delivery requirements in the
notes field when making your order.
All deliveries must be received and signed for by a person
over the age of 18.
If we are unable to deliver due to the customer being
unavailable, there is £30 re-delivery charge.
We only deliver to addresses in mainland
UK.
Delivery to addresses in
Berkshire,
Buckinghamshire, Oxon and Bedfordshire is free. Deliveries to other areas in
Mainland
UK is
£30.
6.1 Buyers should
particularly note that subject to the following any dates quoted for delivery
of the Goods are approximate only and the Seller shall not be liable for any
delay in delivery of the Goods howsoever caused. Time for delivery shall not be
of the essence of the contract unless previously agreed by the Seller in
writing
6.2 Where the Goods are to be delivered in installments each
delivery shall constitute a separate contract and failure by the Seller to
deliver one or more of the installments or any claim by the Buyer in respect of
any one or more installments shall not entitle the Buyer to treat the Contract
as a whole as repudiated.
6.3 Where any goods are returned by the Buyer to the Seller
it shall be the responsibility of the Buyer to ensure that all necessary steps
are taken to comply with all relevant legislation relating to the transport
handling and control of hazardous materials in force for the time being.
6.4 Goods must be checked against the delivery note and
shortages must be indicated on the delivery note at the time of delivery.
6.4.1 All Goods must be checked for damages upon receipt and
damages must be indicated on the delivery note at the time of delivery.
6.4.2 Any claim in respect of the above should be made by
telephone on date of delivery and in writing within 3 days of delivery.
7 RISK
AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the
Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s
premises at the time when the Seller notifies the Buyer that the Goods are
available for collection; or 7.1.2 In the case of Goods to be delivered
otherwise than at the Seller’s premises at the time of delivery or if the Buyer
wrongfully fails to take delivery of the Goods the time when the Seller has
tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the
Goods or any other provision of these Conditions the property in the Goods
shall not pass to the Buyer until the Seller has received in cash or cleared
funds payment in full of the price of Goods and all other goods agreed to be
sold by the Seller to the Buyer for which payment is then due.
7.3 Until the property in the Goods passes to the Buyer the
Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall
keep the Goods separate from those of the Buyer and third parties and properly
stored protected and insured and identified as the Seller’s property. Until
that time the Buyer shall be entitled to resell or use the Goods in the
ordinary course of its business but shall account to the Seller for the
proceeds of sale or otherwise of the Goods whether tangible or intangible
including insurance proceeds and shall keep all such proceeds separate from any
moneys or property of the Buyer and third parties and in the case of tangible
proceeds properly stored protected and insured.
7.4 Until the property in the Goods passes to the Buyer (and
provided the Goods are still in existence and have not been resold) the Seller
shall be entitled at any time to require the Buyer to deliver up the Goods to
the Seller and if the Buyer fails to do so forthwith to enter upon any premises
of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the Goods which remain
the property of the Seller but if the Buyer does so all monies owing by the
Buyer to the Seller shall become due and payable.
8 DEFECTS
AND LIABILITY
8.1 Any claim by the Buyer which is based on any alleged
defect in the quality or condition of the Goods or their failure to correspond
with any specification shall (whether or not delivery is refused by the Buyer)
be notified to the Seller in writing within 3 days from the date of delivery.
If delivery is not refused and the Buyer does not notify the Seller accordingly
the Buyer shall not be entitled to reject the Goods and the Seller shall have
no liability for such defect or failure and the Buyer shall be bound to pay the
price as if the Goods had been delivered in accordance with the Contract.
8.2 Where any valid claim in respect of any of the Goods
which is based on any defect in the quality or condition of the Goods or their
failure to meet specification is notified to the Seller in accordance with
these Conditions the Seller shall be entitled to replace the Goods (or the part
in question) free of charge or at the Seller’s sole discretion refund to the
Buyer the price of the goods (or a proportionate part of the price) but the
Seller shall have no further liability to the Buyer.
8.3 The Seller shall not be liable to the Buyer or be deemed
to be in breach of the Contract by reason of any delay in performing or any failure
to perform any of the Seller’s obligations in relation to the Goods if the
delay or failure was due to any cause beyond the Seller’s reasonable control.
Without prejudice to the generality of the foregoing the following shall be
regarded as causes beyond the Seller’s reasonable control:
8.3.1 Act of God explosion flood tempest fire or accident
8.3.2 war or threat of war sabotage insurrection civil
disturbance or requisition.
8.3.3 acts restrictions regulations bye-laws prohibitions or
measures of any kind on the part of any governmental parliamentary or local
authority.
8.3.4 import or export regulations or embargoes
8.3.5 strike lock-outs or other industrial actions or trade
disputes (whether involving employees of the Seller or of a third party).
8.3.6 difficulties in obtaining raw materials labour fuel
parts or machinery.
8.3.7 power failure or breakdown in machinery.
8.3.8 No claims will be entertained unless the above
conditions are strictly adhered to.
9 INSOLVENCY OF BUYER
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its
creditors or becomes subject to an administration order or (being an individual
or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession or a receiver is
appointed of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases or threatens to cease to carry on
business; or
9.1.4 the Seller reasonably apprehends that any of the
events mentioned above is about to occur in relation to the Buyer and notifies
the Buyer accordingly.
9.2 If this clause applies then without prejudice to any
other right or remedy available to the Seller the Seller shall be entitled to
cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Buyer and if the Goods have been delivered but not
paid for the price shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.
10 GENERAL
10.1 Any notice required or permitted to be given by either
party to the other under these Conditions shall be in Writing addressed to that
other party at its registered office or principal place of business or such
address as may at the relevant time have been notified pursuant to this
provision to the party given notice.
10.2 No waiver by the Seller of any breach of the Contract
by the Buyer shall be considered as a waiver of any subsequent breach of the
same or any other provision.
10.3 If any provision of these Conditions is held by any
competent authority to be invalid or unenforcable in whole or in part the
validity of the other provisions of these Conditions and the Remainder of the
provision in question shall not be affected thereby.
10.4 The Contract shall be governed by the laws of
England
WARNING
FIREWORKS ARE A HAZARDOUS PRODUCT, SHOULD BE HANDLED WITH
CARE, AND KEPT AWAY FROM NAKED FLAMES.
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