GENERAL TERMS AND CONDITIONS OF SALE

1.             The General Terms and Conditions of Sale set out below shall govern the relationship with buyers notwithstanding any and all stipulations to the contrary contained in any and all documents issued by the buyers, except if otherwise agreed in writing.

 

2.             The written offers of sale remain in force one month from their date of dispatch. After such time, they shall be null and void‑

 

3.             The following definitions shall apply in this Agreement:-

 

THE BUYER means the person whose name and address is shown on the Account Application Form.

 

THE SELLER means Stable Distribution Limited (Company Registration Number 07496223) of 2nd Floor,  1 - 3 Cross Street, Newcastle upon Tyne, NE1 4EX

 

THE GOODS means the goods and products which form the subject matter of this Agreement

 

PURCHASE ORDER

 

4 .            Any and all orders shall be made in writing (or online) and signed by the Buyer. If said order arises out of an offer of sale issued by the Seller, the offer of sale shall as a matter of obligation be countersigned by the Buyer and returned to the Seller.

 

5.             In the event of request for modification or cancellation in part or in whole of a purchase order issued by the Buyer, such request or cancellation shall be sent to the Seller in writing no later than seven days after the date of taking of order. In the event that the Buyer were to cancel an order in whole or in part after this seven-day period, the Buyer shall be liable to the Seller by way of compensation in an amount equivalent to 20% of the price ex. VAT of the relevant products.

 

6.             All Goods ordered are intended exclusively for the Buyer and for sale only in United Kingdom (unless otherwise authorised by the Seller in writing). In order to maintain a common identity and preserve the integrity and reputation associated with the brands, the onward sale of the Goods to other stores and other locations of sale without the prior written agreement of the Seller is not authorised. The Seller reserves the right to refuse to fulfil any order or terminate the agreement by notice forthwith, where the Seller knows or has reason to believe that the Buyer has : (a) sold (or intends to sell) the Goods directly or indirectly outside the United Kingdom; (b) sold (or intends to resell) the Goods to other stores or sales outlets; (c) assigned (or purported to assign) this Agreement to a third party.

 

7.             On receipt of a purchase order form, the Seller shall, if it considers necessary, conduct a credit check on the Buyer. The Seller reserves the right to cancel the order if the credit check reveals that the Buyer is unable or is unlikely to be able to pay for the Goods.

 

DELIVERY

 

8.             Delivery means the handover of the Goods to the Buyer at the place of delivery shown on the purchase order form or on the Account Application Form.

 

9.             The deliveries shall be made at a date to be agreed between the Buyer and the Seller.

 

10.           In the event of sale of the Goods on a carriage paid basis until final destination, the Seller shall bear the liability of transportation costs to destination. The Seller shall retain choice of carrier, unless the Buyer specifies its choice of carrier on the order form, its choice being accepted by the Seller at time of order confirmation. The Buyer shall make known to carrier by registered letter with acknowledgement of receipt sent within three days (not Including public holidays) of the date of delivery, any and all damage affecting the parcels and any and all missing parcels, and send the Seller a copy thereof by standard mail.   Any shortfall in the delivery of quantities shown on the schedule, there being no parcel damage, shall be made known to the Seller by registered letter with acknowledgement of receipt, within twenty-four hours of receipt of the Goods. In such cases, the Seller shall check the weight declared on the delivery schedule to the weight of an equivalent parcel.

PRICES

 

11.           Prices shown in the Seller's pricelist are exclusive of tax. The rate of VAT applicable shall be the rate in force on the date of invoicing.

 

12.           The unit price ex. VAT invoiced for each of the Goods shall be the price shown in the Sellers pricelists.

 

13.           The Seller's prices may be changed at any time without notice.

 

14.           However, in the event of a change in prices, any order received no more than seven days from the date of effect of the new prices shall be invoiced on the basis of the old prices.

 

15.           The Buyer shall not be entitled to discounts of whatsoever kind except subject to written confirmation from the Seller. Furthermore, any discounts shall be granted only if the Buyer complies in every respect with the General Terms and Conditions of Sale throughout the whole period prior to the granting of such discounts.

 

16.           The Buyer is responsible for setting the price of the products. The Seller's recommended prices are for guidance only.

 

PAYMENT - RETENTION OF TITLE

 

17.1         The Seller's invoices are payable within thirty days of the date of shipment of the Goods, without discount. In certain cases Pro Forma invoices may be required. Such Pro Forma invoices require to be paid prior to dispatch of the goods.

 

17.2         The Seller reserves the right to change the terms and conditions of payment granted to the Buyer, so as to take into account the financial information gathered by the Seller and any and all payment incident. In the event that the Buyer were not to accept a change in the terms of payment, the Seller shall be entitled to cancel any and all undelivered orders, without incurring any liability in respect to the Buyer.

 

18.1         Title to the Goods shall remain with the Seller and shall not pass to the Buyer until payment in full of all amounts owed to the Seller by the Buyer (including amounts due but not yet payable).

 

18.2          Notwithstanding that title is retained by the Seller under sub-clause 18.1, risk in the Goods shall pass to the Buyer upon delivery of the Goods and the Buyer shall insure the Goods to their replacement value naming the Seller as the loss payee and, upon request, the Buyer shall provide to the Seller a certificate or other evidence of such insurance.

 

18.3         Until such time as title in the Goods has passed to the Buyer: (i) the Seller shall have absolute authority to retake possession of the Goods and/or sell, dispose of, or otherwise deal with the Goods, or any part of them, at any time; (ii) for the purposes specified in clause 18.3(1), the Seller or any of its agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises where the Goods are stored, displayed, or kept or reasonably believed by the Seller to be stored, displayed, or kept; (iii) the Seller shall be entitled to seek a Court injunction to prevent the Buyer from selling, transferring, disposing of, or otherwise dealing with the Goods; and (iv) the Buyer shall keep the Goods separate from other products in its possession and shall not remove any identifying marks placed on the Goods by the Seller or incorporate such marks in any other product.

 

18.4         (i) Without prejudice to clause 18.1, the Buyer shall be entitled to sell the Goods in the ordinary course of its business as principal. Such right of sale shall terminate automatically if the Buyer goes into liquidation (other than for the purposes of a solvent reconstruction), administration, receivership, administrative receivership, company or individual voluntary arrangement or bankruptcy, or the Buyer or any creditor of the Buyer (in relation to the Buyer) applies for, convenes a meeting for the purpose of commencing, or takes any other steps in order to initiate, any such procedure. If such circumstances arise, the Buyer shall notify the Seller forthwith. (ii) In the event that the right of sale is terminated under sub-clause 18.4(i), then, notwithstanding such termination, the Seller shall be entitled, at its sole discretion, to authorise the Buyer in writing to sell or otherwise deal with the Goods on its behalf and as its fiduciary agent, in which case the proceeds of such sale or dealing shall be held by the Buyer in a separate account on trust for the Seller. For the avoidance of doubt, nothing in this clause 18.4 shall prejudice the right of the Seller to repossess the Goods under sub-clause 18.3.

 

18.5         The Seller shall be entitled to sue the Buyer for the price of the Goods once payment falls due notwithstanding that title to the Goods remains in the Seller pursuant to this Agreement.

 

19.           In the event of any seizure of the Goods, the Buyer shall inform the Seller thereof forthwith so as to enable it to oppose such seizure within the time limits set.

 

20.           If the Buyer is a tenant of the premises in which the Goods are stored, the Buyer shall inform the landlord by registered letter with acknowledgement of receipt that the Goods are encumbered by a retention of title clause.

 

21            In the event that the Seller accept in writing payment by instalments, failure to pay one such agreed instalment shall cause the whole amount outstanding to be immediately payable.

 

22.           Furthermore, in the event of failure to pay under the terms of clause 17 or 21 above, the Seller shall be empowered to either:-

 

(a)      Foreclose the sale eight days after official warning sent to the Buyer by registered letter with acknowledgement of receipt, if it remain without effect, such foreclosure to be without prejudice to any and all damages and interest the Seller may be entitled to claim. The Goods shall in such event be returned to the Seller by the Buyer. The Goods shall be identified by both parties and acknowledgement of receipt shall be given to the Buyer, who shall be required to pay a flat amount determined by the Seller to cover its expenses and foreseeable losses, even in the event that it were possible to resell said Goods. Such an amount shall amount to no less than 25% of the price exclusive of taxes of the Goods as shown in the Seller's pricelist in force on the date of recovery of the Goods; or

 

(b)     Grant the Buyer additional time to pay. In this case, the Buyer shall pay interest for late payment in addition to the price of the Goods. The interest rate for late payment shall be Base Rate quoted by Barclays Bank increased by 7 percentage points.

 

23.           If the Seller is required to approach an agent either to obtain settlement from the Buyer of the price charged for the Goods or to take legal action to establish the Seller's claim, there shall be due to the Seller a flat rate indemnity of 20% of the amount outstanding exclusive of taxes. The Seller shall be entitled to assign all of the down payments made by the Buyer to the discharge in whole or in part of this flat rate indemnity.

 

24.           It is nevertheless agreed that down payments made by the Buyer shall on a priority basis be assigned to the payment for such Goods as have been resold by the Buyer and on which, consequently, no claim may be made in respect of clause 18 of the present General Terms and Conditions of Sale.

 

25.           In the event of insolvency, administration under court-appointed receiver, or liquidation of the Buyer's assets, and in the event of any other similar or equivalent proceedings: if the Goods have not yet been delivered, foreclosure of sale shall occur with the full force of the law without prior official warning and without prejudice to any and all damage and interest to which the Seller may be entitled to lay claim.

 

26.           Any display stands provided by the Seller are designed for the exclusive use of the Goods ordered from the Seller. When commercial relationships terminate, such stands shall be returned to the Seller as a matter of obligation.

 

27.           The Goods are to be displayed in accordance with the Seller's recommended layout.

 

 

WARRANTY

 

28.           The Seller warrants the Buyer against visible defects affecting the Goods, provided such defects are notified to the Seller by e-mail or registered letter with acknowledgement of receipt, within eight days of the delivery of the Goods. In the event of defective Goods, returns shall be accepted only for the current season.

 

29.           The Buyer shall return Goods to the Seller for inspection after previously obtaining from its services an authorisation voucher for return of Goods. In the event that the Buyer were to return Goods to the Seller for any reason whatsoever without said authorisation voucher for return of Goods, the Seller shall refuse to accept said Goods.

 

30.           The acceptance of such Goods by the Seller shall not be deemed acknowledgement of the defects alleged by the Buyer.

 

31.           The Seller shall subject the Goods to inspection after which the Seller shall determine whether such defects exist.

 

32.           In the event of the acknowledgement of said defects and subject to compliance with the above mentioned eight-day period of clause 28, the warranty shall be limited to the replacement of the Goods and the Seller shall not in any way be held liable for any other loss suffered by the Buyer.

 

33.           The provisions of clauses 28 to 32 inclusive above shall not stand in the way of the application of the legal warranty against hidden defects. Nevertheless, the warranty against hidden defects shall not be applicable if the Goods concerned have suffered deterioration due to abnormal use or use contrary to the instructions for use shown on the Goods or on their labelling, packaging or in any other documentation dispatched with the Goods.

 

34.           The return of defective Goods to the Seller's warehouses shall be an expense borne by the Buyer even in the event that the Seller acknowledges liability in regard to a visible or hidden defect. The transport costs for the return of Goods to the Buyer after their repair or replacement shall be borne by the Seller.

 

35.           In the event of force majeure such as war, violence, civil disturbance, strike, lock-out, fire, explosion, severe weather, etc., the performance of the Seller's obligations shall be suspended, and in the event of definitive impediment to performance, the Seller reserves the right unilaterally to foreclose all sales agreed by it.

 

36.           In the event of any such change in the situation of the Buyer as puts the amounts owing to the Seller at risk, including incapacity, winding-up of company, winding-up or administration of the company under court-appointed receivers, the Seller shall be empowered under law to foreclose any and all agreements made with said Buyer, doing so by registered letter without prejudice to any and all damage and interest from the Buyer to which the Seller may be entitled to lay claim.

 

RETURNS

 

37.           Any Goods returned shall be covered by an authorisation voucher for return of Goods issued by the Seller's customer service department showing the reference numbers, quantity, size and colours specified by the Buyer.

 

38.           In the event of unauthorised return of Goods, no credit note shall be issued.

 

39.           In the event of items missing from the authorised return of Goods, the credit note shall be issued in regard to the sole items received and accepted by the Seller's services.

 

40.           Carriage of items returned shall be a liability and expense borne by the Buyer.

 

41.           In the event of dispute in regard to return of Goods, the Buyer shall be required to supply the Seller with proof of delivery by the Buyer's carrier.

 

42.           Any authorised return shall occur within no more than seven days of the date of authorisation, as shown on the carrier's voucher.

 

COMPETENT COURT

 

43.           THE SELLER RESERVES THE RIGHT TO PLACE ANY AND ALL DISPUTE OF WHATSOEVER KIND BEFORE THE ENGLISH COURTS. THE LAW APPLICABLE SHALL BE THE ENGLISH LAW.

 

44.           The fact that the Seller expressly at the time of a particular sale declares that it shall not avail itself of the benefit of any one of the provisions of the present General Terms and Conditions of Sale shall not be construed as a failure to avail itself in respect of said sale of the benefit of the other provisions of same Terms and Conditions of Sale nor as a failure to avail itself of the benefit of said provision or of all of the provisions of these Terms and Conditions of Sale in respect of any and all later sales made with the Buyer.

Terms and Conditions


This site is owned by [XXX Your Company Name] (hereafter THE MERCHANT) and registered in England, Registration No. [XXX Your Business Registration Number], with registered address at [XXX Your Registered Company Address] (hereafter THE MERCHANT ADDRESS), and email address at [XXX Your Contact Email Address].

Any purchase of goods from the site [XXX Your Domain Name] (hereafter THE MERCHANT SITE) requires the customer to consult and accept these terms and conditions. The click validating the order implies full acceptance of these terms and represents the customer's "digital signature".


Purpose

These terms and conditions are intended to define the rights and obligations of the parties in the sale of goods proposed online by THE MERCHANT for the customer.

Order Confirmation

All contractual information will be confirmed by email to the address specified by the customer during the purchasing act.

Proof of Transaction

The records stored in THE MERCHANT's computer systems under reasonable safety conditions are considered proof of communications, orders and payments made between the parties.

Purchase orders and invoices are stored on a reliable and durable system and can be produced as evidence.

Product Information

Every effort has been made to ensure the accuracy of the information presented on THE MERCHANT SITE. THE MERCHANT or its suppliers shall not be held liable for the consequences, accidents, or special damages arising from electronic transmissions or the accuracy of transmitted information, even in cases where THE MERCHANT was aware of the possibility of such damages. Manufacturer and brand names are only used for identification purposes. Product photos, descriptions and prices are non-contractual. 

Validity Period of Offer and Prices

Our offers and prices are valid for the day the site is consulted and are subject to change without notice.

Delivery Terms

Products are delivered to the address specified by the customer on the purchase order and only to geographic zones that we service.

All products leave our premises in perfect condition. The customer must notify the carrier (or postman) of even the slightest trace of damage (holes, signs of crushing, etc.) to the parcel, and refuse the package if necessary. A new, identical product will then be sent to the customer at no additional charge.

No exchanges can be made at a later time for goods claiming to be damaged during carriage without notification at the time of reception.

As with any shipment, a delay or loss of goods is possible. In such a case, the carrier shall start an investigation. Every effort is made, for as long as necessary, to find the package. If the package is not found, the carrier will reimburse THE MERCHANT, who will deliver a new, identical package to the customer free of charge.

We shall not be held responsible for delayed delivery times due to the carrier, including for the loss of goods, bad weather or strikes.

Loss or Damage in Transit

THE MERCHANT will not be responsible for damage or loss of goods or part thereof in transit or for any discrepancy between the goods delivered and the goods ordered unless the customer gives written or email notice of a claim to THE MERCHANT and the carrier within three (3) business days of delivery.

In the event of damage of goods or part thereof in transit or for any discrepancy between the goods delivered and the goods ordered, the customer must hold the goods and make them available for inspection or collection by THE MERCHANT or its representatives on request.

Delivery Errors

The customer must inform THE MERCHANT immediately (the same day or, at the latest, the first business day following delivery) concerning any claim of delivery error or non-conformity of goods, in kind or in quality, compared with the information on the purchase order.

Any claim made after this time period will be rejected.
All claims must be made in writing and sent to THE MERCHANT ADDRESS.

Any claim that does not respect the rules defined above cannot be taken into account and releases THE MERCHANT of any responsibility to the customer.

In the case of delivery error or exchange, all goods to be exchanged or refunded must be returned to THE MERCHANT in whole, in its original packaging and in perfect condition to THE MERCHANT ADDRESS.

For claims to be accepted, the customer must first make a declaration to THE MERCHANT concerning any returns and receive and THE MERCHANT's consent. If accepted, the customer will ship the package to THE MERCHANT ADDRESS.

Shipping fees shall be at THE MERCHANT's expense, except in the case where the goods do not correspond to the original declaration made by the customer concerning the return.

Warranty

The provisions hereof cannot deprive the customer of their right to legal warranty requiring THE MERCHANT to protect the customer against latent defects of goods sold.

The customer is expressly informed that THE MERCHANT is not the manufacturer of the goods presented in THE MERCHANT SITE and that THE MERCHANT shall not be held liable for defective goods.

In the case of damage to a person or property resulting from a product defect, only the product manufacturer shall be held liable and sought after by the customer, by means of the information provided on the packaging of said product.

All products sold on THE MERCHANT SITE are under a one (1) year warranty. All products that have been modified or repaired by the customer or any other party not chosen by THE MERCHANT are not covered by this warranty.

The warranty can be extended according to the terms provided in store and on the website.

Right to Withdrawal

In accordance with the Distance Selling Regulations 2000, the customer has the right to a cooling off period of seven (7) business days, starting at the time goods are received, to cancel the contract and return said goods at their own expense, without having to give a reason. All returns can be indicated beforehand with THE MERCHANT customer service department. All goods must be returned to THE MERCHANT ADDRESS.

The cooling off period and right to cancel do not apply to contracts, orders for any goods made to your specification, any downloaded goods or unsealed goods including but not limited to (DVD, CD, Tapes, Software, Video and audio).

Only complete and unused goods in perfect condition for resale will be accepted. No refunds or exchanges will be made for incomplete, damaged or unsealed goods, including damage to original packaging. The customer can exercise this right to withdrawal without penalty, excepting the return fee for the goods. If the customer exercises the right to withdrawal, they have the option of requesting a full refund or exchange of goods. If an exchange is requested, all shipping expenses shall be the responsibility of the customer.

If the right to withdrawal is exercised, THE MERCHANT will make every effort to refund the customer within 30 days.

Right of Use

The use of any trademarks, logos or brands present on the site is strictly forbidden.

Force Majeure

Neither party will be deemed to be in breach of any of its obligations under the agreement as a result of any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the parties' control. A force majeure event includes, but is not limited to, any unforeseeable, inevitable, or unstoppable act, event, non-happening, omission or accident beyond the control of either party, despite all reasonable efforts made to the contrary. In addition to events usually recognized by the British courts, a force majeure event includes in particular (without limitation) the following: Strike, lock-out, earthquake, fire, storm, flood, lightning, explosion, impossibility of the use of public or private telecommunications networks.

In such circumstances, the party delayed or unable to perform ("Delayed Party") shall notify the other party ("Affected Party") within ten (10) business days following the date such events become known.

Unless prevented due to force majeure, both parties will meet within three months to examine the impact of the event and agree to the conditions under which the contract shall be continued. If the force majeure lasts longer than one (1) month, this agreement may be terminated by the injured party.

Partial Invalidity

These terms and conditions remain valid and in force, even if one or more clauses are invalid or declared so under any law, regulation or following the final decision of a competent court.

Non-Waiver

No failure of either party to exercise any power given to it in these terms and conditions or to insist upon strict compliance by the other party with its obligations hereunder shall constitute a waiver of either party's right to demand exact compliance with the terms hereof.

Data Protection

All personal data you provide us is used to process your orders. This data will be treated in accordance with the Data Protection principles outlined in the Data Protection Act 1998.

Applicable Law and Competent Jurisdiction

In form and content, these Terms and Conditions shall be governed by and construed in accordance with English law. All orders placed on THE MERCHANT SITE strictly imply the acceptance of THE MERCHANT's terms and conditions.

In case of dispute or claim, the customer agrees to seek an amicable solution with THE MERCHANT before proceeding with any legal action. In the event where such a solution cannot be found, any disputes concerning the sale (price, Terms and Conditions, products, etc.) will be subject to the exclusive jurisdiction of the English courts.