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1. CONTRACT
1.1 These Terms & Conditions govern the supply of goods sold by Utopia Contracts Ltd T/A Hotel Spares of Wheatley Hall Road, Doncaster, DN2 4NY (The Company) to the customer (The Buyer). The Company VAT number is 419 376 334.
2. ORDERING
2.1 All orders placed by The Buyer and purchases of goods by The Buyer from The Company, are subject to acceptance by The Company (as described in clause 1.2). The Company may choose not to accept The Buyer order or purchase for any reason and will not be liable to The Buyer or to anyone else in those circumstances.
2.2 Where The Company accept The Buyer order, The Company have a legal duty to supply goods that are in conformity with these Terms and Conditions.
3 PRICE
3.1 Unless otherwise agreed by The Company in writing, the price for the Goods shall be the price set out in The Company Order Acknowledgement, which may be subject to change as per Clause 3.3
3.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts The Buyer shall pay in addition when it is due to pay for the Goods.
3.3 The Company reserve the right to pass on price increases from suppliers at any time before the goods are delivered.
3.4 All price queries relevant to the Contract with due reference to The Company Order Acknowledgement must be notified to The Company in writing within 7 days of the invoice date.
3.5 VAT: All prices include VAT at 20% (except where indicated) subject to change in taxation.
4. PAYMENT
4.1 Payment for the Goods is due in pounds sterling at the end of the month following the month in which the Goods are delivered or deemed to be delivered, i.e. goods supplied in January become payable on the last day of February.
4.2 Subject to condition 4.5, payment of the price for the Goods is due in pounds sterling at the end of the month following the month in which the Goods are delivered or deemed to be delivered. i.e. goods supplied in January become payable on the last day of February.
4.3 Time for payment shall be of the essence.
4.4 No payment shall be deemed to have been received until The Company have received cleared funds.
4.5 All payments payable to The Company under the Contract shall become due immediately on its termination despite any other provision.
4.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counter-claim, discount, abatement or otherwise unless The Buyer has a valid customer order requiring an amount equal to such deduction to be paid by The Company to The Buyer.
4.7 If The Buyer fails to pay The Company any sum due pursuant to the Contract, The Buyer shall be liable to pay interest to The Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5. DELIVERY
5.1 Any dates specified by The Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
5.2 Subject to the other provisions of these conditions The Company shall not be liable for
any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by The Company negligence), nor shall any delay entitle The Buyer to terminate or rescind the Contract.
5.3 The Company reserve the right to make deliveries via a delivery agent or directly from The Company Supplier.
6. RISK/TITLE
6.1 The Goods are at the risk of The Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to The Buyer until The Company have received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to The Company from The Buyer on any account.
6.3 Until ownership of the Goods has passed to The Buyer, The Buyer shall:
(a) hold the Goods on a fiduciary basis as The Company bailee;
(b) store the Goods (at no cost to The Company) separately from all other goods of The Buyer or any third party in such a way that they remain readily identifiable as The Company property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on The Company behalf for their full price against all risks to the reasonable satisfaction of The Company. On request The Buyer shall produce the policy of insurance to The Company.
6. RETURNED GOODS POLICY
6.1 The Company will not accept the return of any goods unless specifically agreed in writing by The Company. The Company reserve the right to charge are-stocking fee up to the total value of the goods.
7. QUALITY
7.1 Where The Company are not the manufacturer of the Goods, The Company shall endeavour to transfer to The Buyer the benefit of any warranty or guarantee given to The Company.
7.2 The Company warrant that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of
the Sale of Goods Act 1979;
(b) be reasonably fit for PURPOSE; and
(c) be reasonably fit for any particular purpose for which the Goods are being bought if The Buyer had made known that purpose to The Company in writing and The Company have confirmed in writing that it is reasonable for The Buyer to rely on the skill and judgement of The Company.
7.3 The Company shall not be liable for a breach of any of the warranties in condition 7.2 unless:
(a) The Buyer give written notice of the defect to The Company, and, if the defect is as a result of damage in transit, within one day of the time of delivery
(b) The Company are given a reasonable opportunity after receiving the notice of examining
such Goods and The Buyer (if asked to do so by The Company) returns such Goods to The
Company place of business.
8. AVAILABILITY
8.1 All goods are subject to availability. While The Company endeavour to hold sufficient stock to meet all orders and purchases, if The Company have insufficient stock to supply or deliver the goods ordered and paid for by The Buyer, The Company will attempt to contact The Buyer The Companying the details The Buyer have provided to The Company to ask The Buyer how The Buyer wish to proceed. The Company may, at The Company discretion, process any part of the order which is available. Where goods are out of stock The Company may, in The Company absolute discretion, as soon as possible raise a credit to offset the amount invoiced to The Buyer.
9. GENERAL
9.1 Each right or remedy of The Company under the Contract is without prejudice to any other right or remedy of The Company whether under the Contract or not.
9.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of
the Contract and the remainder of such provision shall continue in full force and effect.
9.3 Failure or delay by The Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
9.4 Any waiver by The Company of any breach of, or any default under, any provision of the Contract by The Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
9.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
9.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
9.7 The Company reserves the right to withhold goods if The Buyer does not abide by any of The Company Conditions of Sale.
9.8 Any loss to The Company, financial or otherwise, arising from changes to The Company Order Acknowledgement must be paid for in full by The Buyer within The Company payment terms.
9.9 Goods supplied to The Buyer will not exceed The Company approved Credit Limit for The Buyer unless specifically agreed by The Company in writing.
10. CONTACT DETAILS
10.1 If The Buyer wish to make an order, cancel or discuss The Buyer’s order, or make a complaint with respect to The Buyer’s order, please contact The Company by post at Utopia Contracts Ltd T/A Hotel Spares of Wheatley Hall Road, Doncaster, DN2 4NY, by phone on 01302 884355, or by email at orders@hotelspares.co.uk. Calls may be recorded for quality and training purposes.
11. PRIVACY POLICY
11.1 When The Buyer provide The Company with personal information (whether purchasing from The Company or registering with The Company or otherwise) by doing so The Buyer agree to The Company Privacy Policy in its entirety.