Unless the Company as seller shall specifically agree otherwise in writing all sales by the Company arising from acceptance of the order overleaf (the Order) are on the following terms and conditions. Any conditions submitted proposed or stipulated by the Buyer in whatever form and at whatever time, whether written or oral, are expressly waived and excluded.
2. Acceptance of Order
a) No Order shall be binding upon the Company until the Company has given the Buyer a copy of the Order. The giving of a copy of the Order to the Buyer shall constitute acceptance of the Order by the Company. The Company shall be under no obligation to accept the Order from the Buyer, furthermore if the Company shall accept the Order from the Buyer.
(i) THE COMPANY SHALL BE UNDER NO OBLIGATION TO ACCEPT ANY OTHER ORDER FROM THE BUYER AT ANY TIME IN THE FUTURE ; AND
(ii) SUCH ACCEPTANCE IS MADE ON THE BASIS THAT THE BUYER AGREES THAT THE TRADING BETWEEN THE COMPANY AND THE BUYER DOES NOT AMOUNT TO A COURSE OF DEALING.
b) Notwithstanding acceptance of the Order, the Company reserves the right in its sole discretion to postpone delivery of the goods and/or cancel all outstanding Orders from the Buyer without compensation in the event that any sums due to the Company from the Buyer are in arrears.
Unless otherwise agreed in writing by the Company, the selling price for the goods will be the prices shown in the price list of the Company at the date of delivery plus VAT at the rate prevailing on the date of delivery. Prices quoted on the Order are subject to modification prior to delivery without notice and may also be subject to the addition of a devaluation surcharge.
a) Whether or not stated on the Order the time for delivery shall not be of the essence and delivery dates are intended as an estimate only to the extent that the delivery should be made within a reasonable period of the delivery date.
b) Delivery to the first carrier shall constitute delivery to the Buyer and the Companys obligation to deliver shall be considered completed on such delivery. The Company shall not be liable for any expenses or costs or any direct or indirect loss or damage howsoever caused arising from delays in delivery or despatch or any shortages after the goods have been delivered by the Company to the first carrier. All risk of loss, breakage or damage whatsoever in the goods shall pass to the Buyer as soon as the goods are delivered by the Company to the first carrier. If any delay in the shipment or despatch shall arise as a result of an act of the Buyer then the goods will be deemed to have been
delivered to the buyer as soon as the Buyer is notified that the goods are ready for transportation and the goods thereafter shall be held for the Buyers account at the Buyers expense and risk and any additional expense caused to the Company shall be paid by the Buyer on demand.
a) The goods will be supplied substantially to the design specified in the Order. However, the company reserves the right to make reasonable changes at its discretion to the specification of the goods.
b) The Buyer agrees not to interfere with any label or markings on the goods as a supplied by the Company.
6. Force Majeure
a) If the Company shall be prevented from producing, acquiring or effecting deliveries of the goods or any of them by reason of any of the following causes, namely, Act of God, insurrection, riot, war, hostilities, warlike operation, piracy, arrests, restraints of or determined by any competent authority, strikes or combinations or lock out of workmen, fire, floods, droughts, earthquakes, mechanical breakdown, shortage of, or inability to, obtain materials, equipment or transportation or any other circumstances (whether of a nature similar to those specified, or not) beyond the control of the Company regardless of whether or not the circumstances in question could have been foreseen at any time, the obligation of the Company to effect deliveries under these conditions shall be suspended whilst such prevention shall continue.
b) Should any deliveries under the contract be suspended under this condition 6 the Buyer shall nevertheless accept delivery and pay for such of the goods as the Company shall be able to deliver. The Company shall not be liable for any kind resulting from the causes mentioned above.
c) If the Company has contracted to provide identical or similar goods to more than one Buyer and is prevented from fully meeting its obligations by reason of any of the causes referred to in the condition 6, the Company may determine which contracts it will honour and to what extent, at its own discretion.
a) Notwithstanding delivery title in the goods delivered by the Company shall pass to the Buyer upon and only upon payment for such goods in full by the Buyer and for all other sums owed by the Buyer to the Company and the Buyer will hold the goods as bailee for the Company. The Company may attribute any sum paid by the Buyer to any outstanding amount whatsoever due from the Buyer to the Company in respect of any goods delivered to the Buyer by the Company notwithstanding any indication by the Buyer that these sums are paid in relation to specific goods.
b) If the Buyer (before payment) sells the goods to any third party it shall, as between the buyer and such third party sell as principal but as between the Buyer and the Company, the Buyer shall sell as the fiduciary agent of the Company.
c) The Buyer shall hold such part of the proceeds of any such sales as equates to the aggregate amount due from the Buyer to the Company on any account whatsoever separate and for the Companys account pending payment or shall if the Company so requires authorise and direct such third party to pay to the Company a like part of the sum due to the Buyer in respect of goods so sold and assign to the Company such part of the debt owed to the buyer by such third party.
d) After delivery and until payment the Buyer shall keep the goods fully insured and hold any proceeds of insurance for and to the order of the Company pending payment.
e) The Company may at any time without notice recover possession of the goods which are the property of the Company and the Buyer grants to the Company irrevocable licence to enter for that purpose any premises then occupied by the Buyer.
f) The Company shall be entitled to maintain an action for the price of the goods, notwithstanding that the property in them has not passed to the Buyer.
8. Interest and Administration Charges
The due date for the payment of any goods delivered by the Company to the Buyer shall be 30 days from date of the Companys invoice unless otherwise stated on the Companys invoice. We may charge for administration expenses as a result of payment conditions being broken. These will be charged directly to your account. All amounts invoiced which are not paid when due shall without prior notice bear interest at the rate of 2% per month and in relation to this condition only time shall be deemed to be of the essence.
a) TO THE EXTENT PERMITTED BY LAW, ALL CONDITIONS, WARRANTIES OR OBLIGATIONS WHETHER EXPRESS OR IMPLIED BY STATE, COMMON LAW OR OTHERWISE ARE EXCLUDED AND THE PROVISIONS OF THESE CONDITIONS SHALL APPLY IN LIEU THEREOF.
b) WHERE THE COMPANY IS ARRANGING CARRIAGE, THE COMPANY SHALL NOT BE LIABLE FOR THE LOSS OF OR DAMAGE TO THE GOODS IN TRANSIT UNLESS WITHIN TEN DAYS OF THE DATE NOTIFIED BY THE COMPANY TO THE BUYER AS BEING THE DATE ON WHICH THE GOODS WERE DESPATCHED FROM THE COMPANYS PREMISES THE BUYER GIVES WRITTEN NOTICE TO THE COMPANY THAT THE BUYER, OR THE BUYERS NOMINATED AGENT HAS NOT RECEIVED THE GOODS OR THAT THE GOODS ARE DAMAGED.
c) THE COMPANY SHALL NOT BE LIABLE FOR DEFECTIVE GOODS UNLESS THE BUYER GIVES NOTICE TO THE COMPANY AS SOON AS POSSIBLE AND IN ANY CASE WITHIN 10 DAYS OF DELIVERY SPECIFYING WITH REASONABLE DETAIL ANY MATTER WHEREOF IT IS ALLEGED THAT THE GOODS ARE DEFECTIVE.
d) NO GOODS SHALL BE RETURNED TO THE COMPANY UNTIL THE COMPANY HAS HAD AN OPPORTUNITY TO INSPECT THE SAME, THE GOODS SHALL ONLY BE RETURNED TO THE COMPANY WITH A PREVIOUSLY AGREED RETURNS REFERENCE. ANY GOODS SO RETURNED SHALL BE AT THE BUYERS RISK UNTIL RECEIVED BY THE COMPANY.
e) THE COMPANYS LIABILITY UNDER CONDITIONS 9(B) WHETHER BASED ON NEGLIGENCE OR ANY OTHER CAUSE OF ACTION SHALL BE LIMITED TO REPAIRING OR REPLACING THE LOST, DAMAGED OR DEFECTIVE GOODS OR, AT THE COMPANYS OPTION, CREDITING A CORRESPONDING PROPORTION OF THE PRICE PAID BY THE BUYER AND THE COMPANY SHALL NOT BE UNDER ANY OTHER LIABILITY THEREUNDER WHATSOEVER.
f) NO CLAIM WILL BE MET BY THE COMPANY UNDER CONDITION 9(C) IF, IN THE OPINION OF THE COMPANY;-
(i) THE DEFECT IS NOT DUE SOLELY TO DEFECTIVE MATERIALS OR MANUFACTURE OR THE GOODS HAVE BEEN MISUSED IN ANY WAY; OR:
(ii) THE TERMS OF PAYMENT SET OUT IN CONDITION 7 HAVE NOT BEEN COMPLIED WITH.
g) THE WARRANTY CONTAINED IN THIS CONDITION IS SPECIFICALLY LIMITED TO THE BUYER IN RESPECT OF THE GOODS ACTUALLY MANUFACTURED BY THE COMPANY. NO WARRANTY IS MADE TO ANY OTHER PERSON WHETHER SUBSEQUENT TO THE BUYER OR USER, OR TO ANY BAILEE, LICENCE, ASSIGNEE, EMPLOYEE, AGENT OR OTHERWISE.
h) THE COMPANY GIVES NO WARRANTY AND MAKES NO REPRESENTATION THAT ANY SALE BY THE BUYER OF THE GOODS WILL BE FREE FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OWNED OR CONTROLLED BY ANY THIRD PARTY.
ALL DESCRIPTIONS, REPRESENTATIONS, SPECIFICATIONS, SAMPLES, COLOURS, ILLUSTRATIONS AND OTHER PARTICULARS FURNISHED OR MADE ORALLY BY THE COMPANY OR IN CATALOGUES, TRADE LITERATURE, PRICE LISTS OR OTHER DOCUMENTS ISSUED BY THE COMPANY ARE GIVEN FOR GENERAL INFORMATION PURPOSES ONLY AND THE BUYER ACKNOWLEDGES THAT IT IS NOT ENTERING INTO THE CONTRACT IN RELIANCE UPON ANY SUCH DESCRIPTION, REPRESENTATION, SPECIFICATION, SAMPLE OR OTHER PARTICULAR.
EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED FOR IN THESE CONDITIONS, THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY HOWEVER CAUSED OR ARISING (WHETHERBY THE COMPANYS NEGLIGENCE OR OTHERWISE) FROM ANY DEFFECT IN, FAILURE IN, OR SUITABILITY FOR ANY PURPOSE OF, THE GOODS.
THE COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS WHATEVER AND HOWEVER CAUSED.
Where the Unfair Contract Terms Act 1977 applies, nothing in these conditions shall exclude or restrict any liability for death or personal injury resulting from the Companys negligence, as that expression is defined in section 1 of the Act.
11. Acceptance of Goods
Unless the Buyer shall notify the Company in writing to the contrary any goods delivered to the Buyer shall be deemed to have been acceptance by the Buyer ten days after delivery.
12. Assignment or Transfer
The Buyer shall not without the consent is writing of the Company assign or transfer the Order or any part of it.
13. Bankruptcy, Liquidation and Security
The company reserves the right to cancel the Order (or part of it) at any time should the Buyer default in payment or become bankrupt or being a company go into liquidation or should the Buyer be unable to furnish satisfactory security for the payment of goods (the Company shall have the right to require such security as the Company deems fit even after the partial delivery or partial payment on accounts) or if the Buyers credit limit with the Company (as notified from time to time by the Company) be exceeded. Any cancellation under this clause shall not prejudice any rights which the Company may have against the Buyer in respect of any breach of contract or otherwise.
14. Relaxation of Forbearance
No relaxation forbearance delay or indulgence on the part of the Company in enforcing any terms herein shall constitute a waiver of the Company rights, neither shall it prejudice effect or restrict the same.
Any notice to be given under these conditions shall be sent by recorded delivery post addressed to the party to be served at the address for such party last known to the party giving the notice.
16. Jurisdiction and Disputes
In any cases of dispute the Courts of England shall have jurisdiction and all matters shall be governed by and construed in accordance with the Laws of England.
By placing the Order the Buyer acknowledges the importance to the Company of preserving the reputation of the brand under which goods are offered for sale to consumers and the reputation of the Company as a supplier of premium nursery goods.
THE BUYER AGREES THAT THE ACCEPTANCE BY THE ORDERS IS MADE ON THE BASIS THAT THE BUYER SHALL NOT RESELL OR THREATEN TO RESELL ANY GOODS SUPPLIED BY WAY OF WHOLSALE OR BY RETAIL IN SUCH PLACE (INCLUDING WITHOUT LIMITATION PLACES OTHER THAN THE APPROVED OUTLETS MENTIONED IN THE ORDER) OR IN SUCH A MANNER THAT COULD PROVE HARMFUL TO EITHER SUCH REPUTATION. IF THE BUYER SHALL BREACH SUCH AGREEMENT THEN WITHOUT PREJUDICE OR ANY OTHER REMEDY WHICH MAYBE AVAILABLE TO THE COMPANY,
THE COMPANY SHALL BE ENTITLED TO CANCEL THE ORDER FORTHWITH WITHOUT COMPENSATION, TO DECLINE TO TAKE ORDERS IN THE FUTURE FROM THE BUYER AND CLAIM DAMAGES AGAINST THE BUYER FOR LOSS OF PROFIT.
18. Cancellation of the Order
a) The company reserves the right to cancel the order or any part of the Order within 28 days of the copy of the Order being given to the Buyer without liability for any loss or damage of any kind resulting from such cancellation.
19. Hashtag #WeLoveKnuma competition: Use the hashtag #WeLoveKnuma on Twitter for your chance to be entered into a prize draw to win a Knuma Huddle bedside crib. Competition closes at 11:59pm Monday 24th October 2016. Winner will be selected at random and will be announced via Twitter on Wednesday 26th October 2016. This competition is open to UK residents, attendees and non-attendees of baby shows at which Knuma are exhibiting. No correspondence will be entered into. Good luck!