Terms and Conditions of Sale

1.    DEFINITIONS

In these conditions the following expression shall have the following meanings:
The Seller            Country Leisure
The Buyer           The person firm or company to whom Goods are supplied under the contract.
The Goods          The Goods as described in the Seller’s written Quotation, Order Acknowledgement or Invoices.
The Contract      The Contract for the supply of Goods by the Seller to the Buyer comprising these Terms & Conditions.

2.     PRICE

Subject to the terms of this Contract the price of the Goods shall be as stated in the Seller’s current price list. The Seller may increase the price of the Goods to take account of any increase in the cost to the Seller producing or delivering the Goods which occurs due to causes beyond the Sellers control between the date on which the Goods are ordered and the date of Delivery. Any price quoted to the Buyer shall be exclusive of Value Added Tax import or export duty which may be levied or charged in the United Kingdom or elsewhere.

3.     TIME OF DELIVERY

The Seller will endeavour to meet any times given by the Seller for the delivery of Goods but any dates given by the Seller are estimates only and the Seller shall not be liable for any loss damage or expense suffered by the Buyer by reason (whether directly or indirectly) of the Seller’s failure to meet any date estimated.

4.     WARRANTIES

Products which prove faulty through materials or workmanship during the period of 1 year from the date of delivery or collection will be replaced or repaired free of charge, providing that adequate protection has been given on site and fixed strictly in accordance with our recommendations. This guarantee only extends to the replacement or repair of the product, no responsibility is borne in respect of a third party or other trades.

5.     LIMITATION AND LIABILITY

5.1 The warranty contained in clause 4 hereof is the only warranty made by the Seller and subject thereto all express or implied warranties or conditions whether as to quality or fitness for any purpose are hereby expressly excluded.
5.2 The Seller shall not be liable for any lost profits or for any consequential loss injury or damage of any nature whatsoever arising out of or in connection with the use of the Goods even if the Seller has been advised of the possibility of such loss injury or damage.

6.     PAYMENT

6.1 Payment for the Goods shall be made within 30 days from the date of the Seller’s invoice in respect thereof.
6.2 If payment for the Goods shall not be made within 30 days of the date of the Seller’s invoice in respect thereof the Seller shall be entitled to charge interest at the rate of 1.5% of the sum due to the Seller under the terms of the Contract for each month for which payment is due and unpaid.

7.     DELIVERY AND RISK

7.1 Unless otherwise agreed in writing by the Seller delivery of the Goods shall be Ex Works the Sellers premises and the Buyer shall take delivery of the Goods as soon as they are placed at its disposal.
7.2 Risks in the Goods shall pass to the Buyer as soon as one of the following events shall occur:
7.2.1 upon the despatch thereof from the Seller’s premises
7.2.2 when the Seller has notified the Buyer that the Goods after the date of delivery state in the Contract.
7.2.3 when the property therein passes to the Buyer in accordance with the provisions of clause 8.

8.     TITLE

8.1 The Buyer confirms that before entering into this Contract it has represented and warranted to the Seller that being an individual he has not committed any act of bankruptcy of being a Company that none of its officers or employees know of any circumstances which would entitle any debenture holder or secured creditor thereof to appoint a Receiver or entitle any party to petition for winding up or exercise any rights over or against the Buyer’s assets or in the sole and absolute property of the Seller until such time as the Buyer shall have paid for the Goods in accordance with the terms hereof.
8.2 The Buyer acknowledges that it is in possession of the Goods solely as bailee for the Seller to the extent of the amount remaining owing to the Seller in respect of the products until such time as the full price thereof is paid to the Seller.
8.3 Until such time as the Buyer becomes the owner of the Goods it will store them on its premises separately from its Goods or those of any other person firm or company and in a manner which makes Goods readily identifiable as the Seller Goods.
8.4 The Buyers right to possession of the Goods shall cease if any event which would terminate or would entitle the Seller to terminate the Contract occurs the Seller may (without prejudice to any of its other rights) for the purpose of recovering the products enter upon any premises where they are stored or where it reasonably believes them to be stored and may re-posses the same.
8.5 The Buyer may not sell the Goods or grant and interest therein until payment in full for the Goods has been received by the Seller in accordance with these terms and conditions. If in contravention of this provision the Buyer sells the Goods or disposes of any interest therein the buyer shall thereupon hold such part of the proceeds of such sale or disposal as is equal to the amount remaining owing to the Seller in respect of the Goods in trust for such sums shall be held in separately designed bank account.
PROVIDED THAT if in contravention of this provision such sums are mixed with other monies the Seller shall be entitled to trace such proceeds.

9.     CATALOGUES

Illustrations photographs or specifications of the Goods supplied by the Seller and forming part of any quotation proposal catalogue or otherwise supplied by the Seller antecedent to the date of the Contract are for general guidance only and the Buyer acknowledges that he has not relied on the same as a description of the Goods to be supplied by the Seller under the Contract.

10.    FORCE MAJEURE

10.1 The Seller shall not be liable if the supply of Goods is hindered or delayed by reason of strikes sit-ins trade disputed lock-outs or any other actual or threatened industrial action or by difficulty in obtaining labour plant material or components or by break-down of plant and machinery (including transport) or by interruption of power supplies or by fire or legal action by any third party whether or not any of the aforesaid was caused by the negligence of the Seller’s control which shall include but not be limited to war of a civil or duly constituted authority and all other cases of force majeure.
10.2 If the manufacture of delivery of the full quantity of the Goods hereunder is prevented hindered or delayed by reason of any of the circumstances within clause 10.1 then without prejudice to the apportion the Goods at its discretion between the Buyer and other customers of the Seller and to delivery the quantity so apportioned to the Buyer until such time as the full quantity of the Goods can be and is delivered hereunder.

11.    TERMINATION

11.1 The Contract shall automatically terminate if the buyer being an individual or in the case of a firm a member thereof commits any act of bankruptcy or has a receiving order made against him or has any process of distress or execution levied against his goods and makes any arrangement with his creditors before property in the Goods has passed to the Buyer hereunder.
11.2 If the Buyer being a limited company has Receiver appointed over its assets or goes into liquidation or ceases to carry on business or if the Seller reasonably considers that any of the said events is about to occur before the property in the Goods has passed to the Buyer then the Seller may terminate the Contract forthwith by notice in writing.
11.3 Upon termination of the Contract the Seller shall be entitled to recover payments fo all Goods supplied and for costs of materials and labour already expended by the Seller for the purpose of future deliveries of Goods and to recover from the Buyer a sum equivalent to the Seller for the purpose of future deliveries of Goods and to recover from the Buyer a sum equivalent to the Seller’s loss of profit arising out of such termination (which sum shall be certified by the Seller and notified to the Buyer whereupon it shall be final and binding upon the parties.)
11.4 The exercise of rights under clause 1 will not be prejudice the Seller’s right to damage or other compensated or other remedies arising out of the termination of the Contract.

12.   COURSE OF DEALINGS

The Buyer hereby acknowledges and agrees that unless otherwise agreed by the Seller in writing any future dealings between the parties after completion of the Contract shall be on these terms and conditions and that the Seller shall not be obliged to provide the Buyer with further copies thereof.

13.   SUBSTITUTIONS AND MODIFICATIONS

The Seller reserves the right to make substitutions and modifications in the specifications of the Goods provided that such substitutions or modifications will not materially and adversely affect the performance of the Goods by the Seller but the Seller shall not be bound to incorporate any new design or improved or altered features into the Goods after they have been ordered by the Buyer.

14.   ASSIGNMENT

The buyer may not assign the Contract in whole or in part without the written consent of the Buyer.

15.   NOTICES

Any notices given for the purpose of the Contract shall be given in writing addressed to the party upon whom it is tented to be served at its address in the Contract or its last known address. Any such notice shall be deemed to be served two days from the date of posting and in proving service it shall be sufficient to show that the letter containing such notice was properly addressed and posted for delivery.

16.   WAIVER

The Seller’s failure to exercise any of its rights under the Contract shall not constitute or be deemed to be a waiver of forfeiture of such rights.

17.   JURISDICTION

The Law concerning the Contract shall be the law of England and any dispute arising out of or in connection with the Contract shall be submitted to the jurisdiction of the English Courts except that the Seller may elect at its sole discretion and be entitled to proceed in Scotland or Northern Ireland or any foreign jurisdiction whenever proceedings may lawfully be brought against the Buyer.

18.   GENERAL

In this Contract:

18.1 Words importing the singular shall be deemed to import the plural where the context so requires and visa versa
18.2 Words importing the masculine gender shall be deemed to import the feminine where the context so requires and vice versa
18.3 The headings are inserted for convenience only and shall not affect the interpretation or construction of the Contract

Country Leisure
Cholderton, Salisbury, Wiltshire SP4 0EQ England
Tel: +44 (0)1980 629555    Fax: +44 (0)1980 629501
www.countryleisure.co.uk    e-mail: sales@countryleisure.co.uk

Roy Geddes Building Products Ltd t/a Country Leisure – Registered Number: 05073603 Registered office: Enterprise House, Tenlons Road, Nuneaton, Warwickshire CV10 7HR.