TERMS & CONDITIONS
1. DEFINITIONS AND INTERPRETATION
(a) These Conditions of Sale (“the Conditions”) supplied by NG Floats (“the Company”) to a purchaser (“the Buyer”) shall be incorporated into each contract (“the Contract”) made by the Company for the sale of the Company’s goods (“the Goods”).
(b) The Company contracts as aforesaid upon such terms as are agreed between the Company and the Buyer and upon the terms of the Conditions alone. No conditions or terms of the Buyer shall apply to the Contract. No variation of any of the Conditions shall be effective unless in writing and signed by a Director or duly authorized representative of the Company.
(c) Unless the context otherwise requires:
(i) references to statutory provisions shall be construed as references to those provisions respectively amended or re-enacted from time to time and shall include any provisions of which they are re-enactments (whether with or without modification). References to statutes include references to orders regulations or other subordinate legislation made under them or vice versa; and (ii) words importing one gender shall be treated as importing any gender. Words importing individuals shall be treated as importing corporations, unincorporated associations and firms and vice versa. Words importing the singular shall be treated as importing the plural and vice versa and words importing the whole shall be treated as including a reference to a part thereof and vice versa.
2. QUOTATIONS AND ACCEPTANCE OF ORDERS
(a) The Contract shall become binding only upon the confirmation of acceptance of any order in writing by the Company at its head office and all quotations provided and catalogues, price or product lists supplied by the Company shall be treated as invitations to treat only.
(b) Subject to Condition 4 (c) any quotation by the Company remains open for acceptance for 30 days from the date on which the Company sends the quotation to the Buyer unless the quotation specifically refers to an alternative period during which the quotation shall remain valid. If no quotation is rendered the price set out in the Company’s catalogue, price or product list which is in force on the date the Goods are delivered shall apply, with any discounts granted by the Company.
(c) The Company does not ordinarily supply Goods on sale or return. In limited circumstances Goods may be returned by the Buyer but then only in accordance with Condition 12.
(d) Representations (including negligent representations) relating to the Goods or any part of the Goods or the Contract made prior to the Contract by servants or agents of the Company which are not in writing signed by a Director of the Company are hereby agreed not to be material and it is hereby agreed that the Buyer shall be deemed not to have relied upon nor to have been induced by, the said representations in entering into the Contract. No servant or agent of the Company has any authority to make representations in relation to the Goods or the Contract except as set out in this Condition 2 (d).
Packaging for the Goods shall be at the discretion of the Company which have the right to pack the Goods in such manner and with such materials and in such quantities as it in its absolute discretion thinks fit.
(a) All prices shall be as stated by the Company.
(b) All prices shall be exclusive of any applicable value added or other sales tax which the Buyer shall be additionally liable to pay to the Company.
(c) The Company shall be entitled to increase the price if the cost of production of the Goods is increased as a result of increases in wages or materials, fluctuations in exchange rates or any other cause beyond the Company’s reasonable control and the Company shall notify the Buyer of any variation before delivery of the Goods.
(d) In the event that the price for the Goods is equal to or exceeds £99 exclusive of value added or other sales tax delivery of the Goods to the Buyer shall be free of charge. If the price for the Goods is less than £99 exclusive of value added or other sales tax the Buyer shall be liable to pay the costs of carriage in addition to the price of the Goods.
(a) Subject to Condition 5 (b) liability for payment for the Goods supplied shall arise on delivery and payment is due without abatement deduction or set-off within 30 days of the invoice date unless otherwise agreed by the Company. The time for payment by the Buyer shall be of the essence of the Contract. Payment shall be due and the Company shall be entitled to sue for the price and costs of carriage if any, whether or not property in the Goods has passed by virtue of Condition 9. The Company reserves the right to request payment against a pro-forma invoice prior to delivery.
(b) In respect of any Contract arising from acceptance of an order placed by a Buyer at a trade show or exhibition or by prior arrangement, the Company may in its absolute discretion permit the Buyer to make payment by way of instalments on terms to be set by the Company
(c) Sums unpaid after the due date shall bear interest until the day payment is received at the rate of 1% per calendar month accruing from day to day from the date of delivery until the date of payment in full.
(d) If the recovery of sums outstanding from the Buyer is passed to a Debt Collection Agency the Buyer shall pay the Company’s costs in instructing the said Debt Collection Agency and all ancillary legal costs and expenses, including Court costs.
(e) Without prejudice to any other rights or remedies of the Company any default of the Buyer in making payment on the due date (including any instalment payment in accordance with Condition 5 (b) above) shall entitle the Company to:
(i) suspend deliveries under the Contract or any other contract for as long as the default continues; and/or
(ii) appropriate any payment made by the Buyer to such of the Goods (or any other goods supplied under any other contract between the Company and the Buyer) as the Company may think fit (notwithstanding any purported appropriation by the Buyer); and/or
(iii) treat all outstanding payments (including payments by installments) as immediately due and payable.
(f) Any settlement discount agreed with the Company will apply to the value of the invoice excluding VAT.
(g) In the event of a cheque received in settlement, or part settlement, of an outstanding account not being honored at first presentation, any Bank charges incurred by the Company as a result, will be passed on in full to the Buyer. The amount of any such Bank charge will be debited to the Buyer’s account forthwith and considered due for payment immediately.
(h) Customers whose accounts are passed to a Debt Collection Agency will automatically lose their credit account facility with the Company.
(a) Standard shipping price to UK mainland is £4.95, this does not include Northern Ireland (BT Postcodes) as these are charged differently by the courier. In the event that the company receives an order for said destination the price at checkout does not reflect the extra delivery charge incurred by the courier and may require further postage charges to cover cost. Every effort is made to avoid this but the company will inform the customer if this is the case and give the option to cancel or receive goods upon being charged the cost of postage.
(b) Delivery shall take place when the Goods are unloaded at or delivered to the Buyer’s premises or other delivery location agreed between the Company and the Buyer except that if the Buyer collects or arranges collection of the Goods from the Company’s premises, or nominates a carrier for the Goods delivery shall take place when the Goods are loaded at the Company’s premises.
(c) Time for delivery shall not be of the essence unless previously agreed by a Director of the Company in writing. The Company will use its reasonable endeavors to complete delivery on or before any delivery dates requested by the Buyer or estimated by the Company but will not be liable for any delay in delivery.
(d) The Buyer shall accept immediate delivery or arrange to collect the Goods or arrange suitable storage, failing which the Company may either:
(i) effect delivery by whatever means it thinks most appropriate; or
(ii) arrange storage at the Buyer’s risk and expense pending delivery; or re-sell or otherwise dispose of the Goods without prejudice to any other rights the Company may have against the Buyer for breach of contract or otherwise.
(e) Where the Contract provides for delivery by installments, each installment shall constitute a separate contract and any failure or defect in any one or more installments delivered shall not entitle the Buyer to repudiate the agreement nor to cancel any subsequent installments.
(f) The Buyer shall not be entitled to reject the Goods by reason only of short deliver
(g) The quantity of the Goods delivered under the Contract shall be recorded by the Company upon dispatch from the Company’s factory or warehouse and the Company’s record shall be accepted by the Buyer as conclusive evidence of the quantity delivered.
(h) It is the Buyer’s responsibility to notify the Company if the Goods have not been received by the Buyer within 10 days of the date of receipt of the Company’s invoice. If no notification is made the Buyer shall be deemed to have received the Goods.
7. EXAMINATION AND CLAIMS
(a) The Buyer shall upon delivery examine the Goods and shall promptly (but in any event within 3 days of delivery) notify the Company in writing and the carrier, where relevant, of any apparent damage defect or shortage.
(b) The Buyer shall comply with the carrier’s rules, regulations and requirements so as, when appropriate, to enable the Company to make a claim against the carrier in respect of any damage or loss in transit.
(c) Claims in respect of damage defects or shortage not apparent on examination under Condition 7 (a) must be notified in writing to the Company within 10 days of the date of delivery.
(d) Notification under Condition 7 (a) and (c) above shall be first made by telephone then by notice in writing delivered by facsimile or by first class recorded delivery mail and addressed to the Sales Manager at the Company’s head office. In default of such notification the Company shall, subject to any claim which the Buyer may have under the Guarantee and Warranty referred to in Condition 8, be deemed conclusively to have properly performed its obligations under the Contract.
8. GUARANTEE AND WARRANTY
(a) The Goods may be supplied subject to a guarantee (“a Guarantee”) specifically submitted by the Company which has been accepted by both parties as appropriate and fair.
(b) If a Guarantee under Condition 8 (a) does not apply the Company warrants (“the Warranty”) only that the Goods are reasonably free from defects in design, material or workmanship for 12 months from the date of sale by the Buyer to the final consumer (“the Warranty Period”) provided always that in respect of goods, materials, parts or components supplied but not manufactured by the Company the Warranty shall be equivalent to the warranty (if any) which the Company may have received from the manufacturer or supplier of such goods, materials, parts or components but not so as to impose a liability greater than that imposed on the Company by the aforesaid Warranty and provided that the Buyer has given the Company written notice enclosing the original sales receipt issued by the Buyer to the final consumer and satisfactory proof of any defect promptly upon discovery of such defect but in no case later than 30 days after expiry of the Warranty Period.
(c) The Company’s obligations to the Buyer under the Warranty shall not apply:
(i) to damage caused by the Buyer’s or any third party’s act (including but not limited to the final consumer), default or misuse of the Goods or by failure to follow any instructions supplied with the Goods;
(ii) if the Goods have been stored, handled or applied in such a way that in the opinion of the Company damage is likely to occur;
(iii) if the Goods are altered, modified or repaired in any place other than the Company’s factory or premises or by persons not expressly nominated or approved in writing by the Company.
(d) Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations 1994), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(e) Subject to Condition 8 (c) above the Company shall at its sole option repair or replace the Goods or refund the purchase price for the Goods found to be defective in design, materials or workmanship.
(f) Save for liability for death or personal injury arising from the Company’s negligence (which if proved is not excluded) the Company’s obligation to refund or replace as aforesaid shall constitute the full extent of the Company’s liability in respect of any loss or damage sustained by the Buyer whether caused by any breach of the Contract or by misrepresentation or by the negligence of the Company its employees or agents or arising from any other cause whatsoever and the Company shall not be liable for any consequential, economic, direct or indirect loss suffered by the Buyer arising therefrom.
(g) The cost to the Company of and incidental to the return by the Buyer to the Company of any of the Goods delivered hereunder, including those Goods returned pursuant to Condition 12 shall be the responsibility of the Buyer who shall fully indemnify the Company against any such costs including, but without limitation to the generality of the foregoing, costs of transport and testing or any other cost or loss to the Company arising therefrom.
(h) Notwithstanding Condition 8 (f) above the Buyer shall, except where he is a person who suffers personal injury or death or loss or damage to property such as to give rise to a claim under the Consumer Protection Act 1987, fully indemnify the Company against all loss, damage, liability, legal fees, costs and expenses arising from any such claim made against the Company under the Consumer Protection Act 1987.
9. PROPERTY AND RISK
(a) Risk shall pass to the Buyer on delivery and the Goods should be insured accordingly.
(b) (i) Property (both legal and beneficial) in the Goods shall remain in the Company until the company has received in cash or cleared funds payment for all goods delivered to the Buyer under this and all other contracts between the Company and the Buyer for which payment of the full price of the goods has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Buyer under which the goods were delivered. (“the Indebtedness”). Until such time the Buyer shall hold the Goods as fiduciary agent and bailee for the Company.
(ii) The Buyer until otherwise notified by the Company or on the happening of any of the events specified in (iv) (“the Events”) may in the ordinary course of the business sell the Goods and pass property in them (“the Resale”) subject to the stipulations (“the Stipulations”) imposed in (iii).
(iii) The Stipulations are that until the Indebtedness has been fully discharged:-
(A) The Goods shall not be converted into another product or admixed with other goods to make another product (“the New Product”) nor will the Buyer sell the New Product and pass property in it (“the Sale”) but if the Buyer in breach of the above provision does convert or admix the Goods property in the New Product shall at the earliest moment that such vesting is possible, vest and remain in the Company whether or not property in the Goods is at that moment extinguished;
(B) the Resale shall be for the account of the Company and, unless the Company by written notice requires the payment to it of the proceeds of the Resale (“the Proceeds”) to the extent of the Indebtedness, in which case the Buyer shall forthwith on receipt of such notice or as soon as thereafter as it shall receive the Proceeds make such payment, the Buyer shall retain the Proceeds in a separate bank account to the order of the Company and not mix them with any other monies;
(C) in the event of a breach by the Buyer of its obligations under (A) the Company shall have the right to trace the Proceeds into any other monies with which they may have been mixed and the Buyer shall indemnify the Company on a full indemnity basis against loss, damage, costs or expenses incurred in such tracing;
(D) until the Resale the Company shall have the right to repossess the Goods or take possession of the New Product at any time and for this purpose shall have the right to enter on any premises or land in the ownership or possession of the Buyer and remove the Goods and/or the New Product notwithstanding that they are affixed to such premises or land and the Buyer shall indemnify the Company on a full indemnity basis against all loss, damage, costs or expenses so arising including loss, damage, costs or expenses in respect of third party claims. Such retaking of possession or re-delivery shall be without prejudice to the obligation of the Buyer to purchase the Goods;
(E) the Goods and the New Products shall until their Resale or Sale be stored separately and shall be clearly marked as the property of the Company. (iv) The Events are:-
(A) the giving of any notice to the Buyer that a receiver, manager, administrative receiver, supervisor, nominee or administrator is to be or has been appointed over any of the property or assets of the Buyer or that a petition to wind up the Buyer is to be or has been presented or that an application for an administration order is to be or has been made or of any notice of a resolution to wind up the Buyer (save for the purposes of a bona fide reconstruction or amalgamation);
(B) a decision by the Buyer that the Buyer intends to make any arrangement or composition with its creditors generally;
(C) where the Buyer pursuant to Section 123 or 268 of the Insolvency Act 1986 appears to be unable to pay a debt or appears to have no reasonable prospect of being able to pay a debt;
(D) any distress or execution levied or threatened to be levied on any property or assets of the Buyer;
(E) the inability of the Buyer to pay its debts as they fall due.
(v) On receipt of notification from the Company under (ii) or on the happening of any of the Events, the power of resale of the Buyer shall cease and the Buyer shall immediately deliver the Goods and the New Product property in which is then reserved to or vested in the Company to such address as the Company shall specify in default of which, or in the alternative, the Company shall have the right to enter on any premises or land in the ownership or possession of the Buyer who shall indemnify the Company on a full indemnity basis against all loss, damage, costs or expenses so arising including loss, damage, costs or expenses in respect of third party claims.
10. CANCELLATION, SUSPENSION AND TERMINATION
1.1 If the Buyer is a consumer, the Buyer has a statutory right to cancel the contract during the period set out below in Clause 1.2. This means that during the relevant period, if the Buyer changes its mind or for any other reason the Buyer decides it does not want to keep the Goods, the Buyer can notify the Company of its decision to cancel the contract and receive a refund.
1.2 The Buyer may cancel the contract at any time between the date that the Company communicates its acceptance of the order to the Buyer and the date, fourteen (14) days after the day the Buyer receives the Goods (or in the case of multiple deliveries, after the Buyer receives the last delivery).
1.3 To cancel a contract, please contact us on 07743 416559, e-mail us at email@example.com or write to us at Tudor Cottage, 90 Westbrook Avenue, Margate, Kent CT9 5HE. The Buyer may wish to communicate its decision to cancel the contract using the attached model cancellation. The Company would advise that the Buyer keeps a copy of the cancellation notification for its own records. If the Buyer sends us its cancellation by email or post then the cancellation is effective from the date the Buyer sent us the email or posted the letter.
1.4 If the Buyer cancels the contract in accordance with the statutory right referred to in Clause 1.1, the Buyer will receive a full refund of the price paid for the Goods and any applicable delivery charges (except for the supplementary costs arising if the Buyer chose a type of delivery other than the least expensive type of standard delivery offered by the Company). The Company will process the refund due to the Buyer as soon as possible and, in any event, within fourteen (14) days of the day the Company receives back from the Buyer the Goods supplied.
1.5 If the Buyer has received the Goods and wants to exercise the right to cancel the contract in accordance with Clause 1.1, then the Buyer must return the Goods to the Company as soon as reasonably practicable, and in any event within fourteen (14) days of the date the Buyer provided the Company with notification of cancellation in accordance with Clause 1.3. All refunds will be made to the credit card or debit card used by the Buyer to pay for the Goods.
1.6 Where the Buyer cancels a contract, any ancillary contracts (such as a warranty or credit agreement) are automatically cancelled.
1.7 The Company may make a deduction from the refund for loss in value of any Goods supplied, if the loss is the result of the Buyer handling the Goods other than which is necessary to establish the nature, characteristics and functioning of the Goods.
11. FORCE MAJEURE
(a) Insofar as the performance of the Contract by the Company may be affected by any strike, any lack of available shipping or transport or materials, any restriction regulation or decree by any local or municipal authority or government department or by any cause beyond the Company’s reasonable control (which shall be construed without reference to the preceding causes) the Company may elect at its absolute discretion either:
(i) to terminate the Contract; or
(ii) to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances.
(b) In the event that the Company makes an election under Condition 11 (a) the Buyer shall accept the Goods or such part of them as are delivered to it notwithstanding any delay.
The Company shall only accept the return of any of the Goods by the Buyer if their return has been previously authorised in writing by a duly authorized representative of the Company. Any of the Goods returned to the Company must be in unbroken packs in good condition. The cost of carriage for the return of the Goods shall be borne solely by the Buyer. The Company may on receipt of any returned goods charge the Buyer a sum equal to 20% of the price, exclusive of value added tax, of the Goods in respect of handling and administration costs. The Buyer shall ensure that any goods returned to the Company here-under must be accompanied by a returns note stating all the Goods returned and the Company’s invoice number in respect thereof. No deduction may be made by the Buyer in respect of payment for any of the Goods unless the Company has first issued a credit note in respect thereof.
(a) Should any one or more of these Conditions be found to be or become invalid illegal or unenforceable in any respect under any law the enforceability and validity of the remaining Conditions shall not in any way be affected or impaired thereby.
(b) No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any past or subsequent breaches of the same or any other provision.
(c) It is expressly agreed that the contractual and legal relationship between the Company and the Buyer is that of Seller and Buyer and no relationship of Principal and Agent is expressed implied or to be inferred.
(d) The Company may assign, transfer or sub-contract the Contract or any part of the Contract to any person, body or company. The Buyer may assign the Contract provided that the Buyer has first obtained the Company’s prior written consent to the assignment.
(e) The Contract can only be varied or rescinded by the agreement in writing of a Director of the Company. No other employee or agent of the Company shall have any authority whatsoever to vary or rescind the Contract.
(f) Any notice required to be given under these Conditions shall be in writing and shall be served by sending the same by pre-paid first class post or fax to the current relevant address of the receiving party. Any notice sent by post, shall be deemed to have been served 48 hours after dispatch and in proving service of the same it will be sufficient to prove, in the case of a letter, that such letter was properly pre-paid, addressed and placed in the post and, in the case of a fax that such fax was dispatched to a current fax number of the addressee.
(g) The Contract shall be governed by and construed in accordance with English Law and the Company and the Buyer hereby submit to the non-exclusive jurisdiction of the English Courts.
(h) These Terms and Conditions supercede all previous issues.
(a) The Company carefully manages its brand image to ensure that it remains distinctive and respected in the minds of its customers and the public, based on the characteristics and quality of the Goods. The Buyer shall ensure that any resale of the Goods shall be carried out in a manner consistent with the brand image of the Company and the reputation of the Goods.
(b) Where the Buyer uses any website or online store for the purposes of any Resale of the Goods, the Buyer shall ensure that such website or online Store is consistent with the brand image of the Company and the reputation of the Goods. Where the Buyer makes use of third party websites or online trading platforms such as eBay for any resale of the Goods, the Buyer shall offer the Goods for sale at a pre-determined retail price (to be decided solely at the Buyer’s discretion) and on no account shall the Buyer offer the Goods for sale by auction or any similar bidding process.
15. DATA PROTECTION ACT
In accepting the Company’s offer to open and maintain a credit account in the Buyer’s name, subject to these Terms and Conditions, it is understood that the Company may exchange relevant trading history with other interested parties, which information may be used in assessing credit.
Prices are correct at time of going to press. RRP’s and any SSP’s include VAT. While every effort will be made to hold these prices, they may change during the life of the manual. Our constant efforts to improve our products means that specifications may change without prior notice. Where changes are substantial, a new item number will be given. Whilst every effort is made to ensure the accuracy of information given, the Company cannot be responsible for errors to specifications or product descriptions. All goods referred to or illustrated in any of our catalogues or published literature are offered subject to their availability, consequently the appearance of any item does not constitute an “offer of sale”. Rod lengths/weights may be approximate when expressed in either feet or metres. Illustrations are not binding.