TERMS & CONDITIONS
1.Definitions
In this agreement the following words have the following meanings: -
1.1 “Contract” any contract for the sale of Goods by the Distributor to the Customer
1.2 “Customer” The Person, Firm or Company named in the Order Confirmation
1.3 “Distributor” Norfolk Leisure Lifestyle Limited
1.4 “Goods" any goods forming the subject of this contract as detailed in the Order Confirmation
1.5 ”Price” the price as detailed in the Order Confirmation
4. Payment
4.1 Payment The customer should refer to the most recent order confirmation received for specific payment terms applicable where a signed contractual agreement
does not already exist. In no circumstances shall the customer be entitled to make any deduction or withhold payment for any reason at all.
4.2 Without prejudice to any other rights of the Distributor if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment (whether before or after judgement) on a daily basis at a rate of 4% p.a. over the base rate from time to time quoted by the HSBC Bank plc and shall reimburse to the Distributor all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
5.Title
5.1 Title in the Goods shall remain with the Distributor and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
5.2 Until title passes the Customer shall hold the Goods as bailee for the Distributor and shall store or mark them so that they can at all times be identified as the property of the Distributor.
5.3 The Distributor may at any time before title passes and without any liability to the Customer:
5.3.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer's right to use, sell or otherwise deal in them; and
5.3.2 for that purpose (or determining what if any Goods) are held by the Customer (and inspecting them) the Distributor may enter any premises of or occupied by the Customer.
6. Risk, delivery and performance
6.1 Risk in the Goods passes when they are delivered in accordance with the Contract.
6.2 The Distributor may at its discretion deliver the Goods by instalments in any sequence.
6.3 Where the Goods are delivered by instalments, no default or failure by the Distributor in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods or entitle the Customer to withhold any payment due under this Contract.
6.4 Any dates quoted by the Distributor for the delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Distributor no regard has been paid to any quoted delivery dates.
6.5 If the Customer fails:
6.5.1 to take delivery of the Goods or any part of them on the due date; or
6.5.2 to provide any instructions or documents required to enable the Goods to be delivered on the due date;
6.5.3 the Distributor may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice:
6.5.4 risk in the Goods shall pass to the Customer;
6.5.5 delivery of the Goods shall be deemed to have taken place; and
6.5.6 the Customer shall pay to the Distributor all costs and expenses including storage, any re delivery and insurance charges arising from its failure.
6.6 The Distributor shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
7. Claims notification
7.1 Any claim that any Goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Distributor within forty eight (48) hours, of their delivery.
7.2 Any alleged defect shall be notified by the Customer to the Distributor within fourteen days of the delivery of the Goods
7.3 Any claim under this Clause 7 must be in writing and must contain full details of the claim including details of any allegedly defective Goods.
7.4 The Distributor shall be afforded reasonable opportunity and facilities to investigate any claims made under this Clause 7 and the Customer shall, if so requested by the Distributor, promptly return any Goods the subject of any claim securely packed and carriage paid, to the Distributor for examination.
7.5 The Distributor shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in this Clause 7.
8. Scope of contract
8.1 Under no circumstances shall the Distributor have any liability of whatever kind for:
8.1.1 any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Distributor or the manufacturer;
8.1.2 any Goods which have been adjusted, modified or repaired except by the Distributor;
8.1.3 any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a quality equal or superior to those originally specified.
9. Extent of liability
9.1 The Distributor shall have no liability to the Customer for any loss (including loss of profit or other economic loss (direct or indirect), indirect or consequential loss) or damage of any nature (howsoever caused) or loss or damage (contractual, tortuous, breach of statutory duty or otherwise) arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Distributor or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:
9.1.1 for death or personal injury resulting from the Distributor's negligence;
9.1.2 fraudulent misrepresentation; and
9.1.3 as expressly stated in these conditions.
9.2 If the Customer submits notification in writing to Distributor in accordance with the provisions of Clause 7:
9.2.1 then the Distributor shall, at its absolute discretion, either replace with similar Goods any Goods which are missing, lost or damaged or do not comply with their description, or allow the Customer credit for their invoice value or repair any damaged Goods.
9.3 Where the Distributor is liable in accordance with this Clause 9 in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the Goods.
9.4 In no circumstances shall the liability of the Distributor to the Customer under this condition exceed the invoice value of the Goods.
10.General
10.1 The Distributor may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when due or otherwise defaults in any of its obligations under the Contract with the Distributor or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or ceases or threatens to cease trading or the Distributor bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.
11. Force Majeure
11.1 The Distributor shall not be liable for any failure in the performance of any of its obligations under this agreement caused by factors outside its control.
12 Law and jurisdiction
12.1 This agreement shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Distributor invokes the jurisdiction of the courts of any other country.
13. Notices
13.1 Any notice given under this deed shall be in writing and may be served:
13.1.1 personally;
13.1.2 by registered or recorded delivery mail;
13.2 Each party's address for the service of notice is such address as is specified in the Distributor’s Order Confirmation.
13.3 A notice is deemed to have been served:
13.3.1 if it was served in person, at the time of service;
13.3.2 if it was served by post, 48 hours after it was posted.
13.4 No notices may be served by email, facsimile transmission.
14.Third parties
14.1 Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this agreement may be enforced by any person who is not a party to this agreement.