Conditions of Use
The Gift Wholesaler which is a subsidiary of E.H Caswell Ltd whose registered office is at Durham House, 38 Street Lane, Denby, Derbyshire, DE5 8NE is pleased to accept orders subject to terms and conditions of sale as stated below. Unless expressly agreed in writing by all applicable parties, any alteration to these conditions will not apply, and for the avoidance of doubt, we do not trade on a sale or return basis. These terms and conditions of sale along with the order form comprise the contract between you and us. In this contract “you” and “your” as appropriate refer to the buyer and “us” , “our” and “we” refers to the sellers, E.H Caswell Ltd. “Days” refers to working days, between Monday to Friday inclusive and excluding Bank Holidays, unless otherwise stated.
RISK AND DELIVERY OF GOODS
In normal circumstances
1. We will deliver an order within the agreed delivery period, but we will not be held liable for any loss caused to you by late delivery. If we do deliver late you are not entitled to regard this as a breach of contract.
2. The risk in the goods passes to you once the goods are delivered.
3. Goods will be delivered to the delivery address supplied by you. You are considered to have given authority to accept a delivery on your behalf to any person who actually accepts delivery at the delivery address.
4. If we deliver in instalments to you, then each instalment is a separate contract. If payment in full is not made at the proper time for orders, which have already been delivered, then we may withhold or cancel delivery of any other of your orders, which have not yet been delivered.
5. We will charge you extra for transport, packaging, taxes and insurance as applicable, unless otherwise stated.
All prices are quoted exclusive of Valued Added Tax (“VAT”) in the applicable price list. VAT will be added to all invoices at the then current rate applicable at the tax reference point. The tax reference point will be the invoice date.
Unless otherwise stated, you will be invoiced at the time the order is dispatched and all invoices must be paid within 30 calendar days of the invoice date (“due date”) unless otherwise stated.
If you have not paid in full by the due date:-
1. We will be entitled to charge you interest at 3% above the current base lending rate of Lloyds Bank, compounded, on the amount outstanding until it has been paid in full; and
2. We will be entitled to sue you for the money and our costs incurred whether or not property in the goods has passed to you or not. If you have a dispute or counter claim, you will not be entitled to make any deduction in or deferment of payment because of that dispute or counter claim.
All goods supplied by are warranted to be of sound workmanship and materials, and suitable for the purpose of which they are designed under fair conditions.
Our liability under this contract will be limited to the provision of replacement goods or the issue of a credit note against any goods provided that (a) you have notified us of the fault, (b) the goods are acknowledged by us to be faulty, and (c) such faults have not been caused by your misuse of the goods or your negligent handling of them.
In order to make a claim under this Warranty you must advise us, then return the goods to us in the same condition as they were delivered to you, carriage paid, within 30 days of the delivery date.
We reserve the right to cancel any order or suspend or delay delivery of it without being liable for any loss or damage if supply of the goods is prevented or delayed by reason of war (whether declared or not), civil strife, riots, adverse weather conditions, fire, flood, labour disputes, accidents or any other causes or circumstances beyond our control.
SHORTAGES, DAMAGES, DISCREPENCIES, LOSS IN TRANSIT
We will at our discretion refund, replace or issue a credit note where goods have been lost, wrongly delivered, damaged in transit or there is short supply of an order. We will only consider claims if made in writing (including by e-mail) to us within 5 days of the date of delivery. If goods have been damaged or supplied short, then you must keep those goods in one place, separate from any other goods and let us inspect them if we wish before we decide what action to take. If a whole consignment of goods is lost then you must inform us in writing within 10 days of the invoice date.
RETENTION OF TITLE
1. Notwithstanding delivery of goods, we will still own all goods until you have paid in full for them in accordance with this contract.
2. If you sell the goods on to a third party before you have paid for them then you will hold the proceeds of that sale on trust for us pending payment in full.
3. Storage: You must keep the goods separate and clearly identified as our property until you have paid for them in full.
4. Insurance: After delivery and until payment you must keep the goods fully insured. If the goods are lost, destroyed or damaged then you must hold the proceeds of insurance for and to our order pending payment in full. If the goods are completely destroyed, you are not entitled to delay paying us until the insurer of the goods has paid you.
5. Recovery of Goods: We may enter your premises without notice and access and recover the goods, which have not been paid for in full. As between you and us, this sub-clause constitutes your authority for us to enter the premises of any other person holding the goods on your behalf and on whose property the goods may be and to access and remove the goods.
6. Stands provided for the display of our goods remain our property and must be returned at our request.
YOUR BANKRUPTCY OR DEFAULT
1. You fail to honour any of your obligations to us under this contract, or you breach them, or
2. Any distress or execution is levied on you, or
3. You offer to make an arrangement with your creditors or commit any act of bankruptcy or if any petition of bankruptcy is presented to you, or (if you are a listed company) a resolution or petition to wind up such a company (other than for the purpose of amalgamation or reconstruction) is past or presented we will have the immediate right to terminate in writing this and any contract we currently have with you without prejudice to any claim or right we might otherwise have.
This agreement constitutes the entire agreement between the parties. All prior agreements, offers, warranties, and conditions, whether express or implied statutorily or otherwise, and representations, statements, negotiations understandings, and undertakings either written or oral (unless made fraudulently) are superseded and excluded from this contract and no reliance can be made upon them.
You shall not assign or otherwise transfer this contract without our prior written consent (such consent shall not be unreasonably withheld).
RIGHTS OF THIRD PARTIES
No one other than the parties to this contract shall be entitled to enforce any term under it against either of the parties under the Contracts (Rights of Third Parties) Act 1999.
Any notices under this contract shall be sent by recorded or registered delivery to the appropriate registered office address(es) (or in the case of a sole trader or partnership to the proprietor’s address) and shall only be effected when received at that address.
INTERPRETATION AND VALIDITY
The construction, validity and performance of this contract will be governed by English law, and the English courts will have exclusive jurisdiction. The interpretation of any clause or sub-clause above will not in any way be limited or restricted by reference to or in inference from nay other clause or sub-clause. If for any reason one clause or sub-clause is unenforceable according to its terms then the others will remain in full force and effect.