|Except where the context otherwise requires, the following expressions shall have the meaning shown against them:|
|“Company”||All Swim Ltd|
|“Conditions”||these Standard Conditions of Supply|
|“Contract”||an agreement between the Company and the Customer for the supply on Goods|
|“Customer”||the purchaser of the Goods|
|“Deliver”||includes “procure to be delivered” and “delivery” shall be construed accordingly|
|“Goods”||any Goods, equipment or other thing supplied (including where appropriate any part or component thereof) by the Company to the Customer.|
|“Writing”||includes any communication effected by letter, telex, cable, facsimile, electronic mail or other comparable means of communication.|
|2.1||Any supply of Goods by the Company shall be subject to these Conditions.|
|2.2||No term or condition of the Customer’s standard terms of trading contained or referred to in the Customer’s order, acceptance or otherwise shall form part of any Contract and no such term or condition shall modify or amend these Conditions or of any Contract.
|2.3||No change to any Contract or any change to or waiver of these Conditions shall have any legal effect, unless agreed to in writing by a Director of the Company, provided that the Company may amend these Conditions by notice in writing with regard to Contracts entered into after such notice.
|2.4||The headings in these Conditions are for convenience only and shall not affect its interpretation.|
|3. ORDERS, QUOTATION AND CANCELLATION OF CONTRACT|
|3.1||The Customer’s order for Goods shall be made or confirmed by the Customer by telephone or writing but a Contract shall not be made until an order is accepted by the Company. The Company may communicate its acceptance to the Customer either in writing or by dispatching (or procuring to despatch of) the Goods.
|3.2||(a)||Any offer by the Company to sell Goods to the Customer shall be made in a written quotation. Any quotation made by the Company is given on the condition that a Contract shall not be formed until the Company has received the Customer’s acceptance thereof.
|(b)||The Company may amend or withdraw a quotation at any time before it has received the Customer’s acceptance.
|3.3||The Customer may not return any Goods supplied in accordance with the Contract after the Contract has been made. The Company may, at its absolute discretion and following the Customer’s prior request, agree to the cancellation of an order and/or the return of any Goods and it shall be a Condition of the Company exercising its discretion that :-
|(a)||the Goods to be returned form part of the Company’s normal stock holding;
|(b)||the Customer shall pay the Company a sum equal to the greater of 20% of the price of the Goods or £20 for each item comprising the Goods;|
|(c)||any Goods returned are in their original condition;|
|(d)||the Customer shall, in addition, be liable for the costs of delivery or re-delivery.|
|4.1||Unless otherwise agreed in writing, all prices are ex-warehouse and exclude the cost of delivery.|
|4.2||Except where any quotation by the Company provides that the price for Goods shall be fixed for a given period, the price for Goods shall be that prevailing when they are dispatched.|
|4.3||The Company reserves the right to make additional charges when there is any delay in being supplied with delivery instructions or if prior to delivery the Company incurs any additional costs.|
|4.4||Unless otherwise stated in writing the price for Goods is exclusive of VAT and all other taxes, fees, dues, duties or other assessments of charges.|
|5. DELIVERY AND RISK|
|5.1||Unless otherwise agreed, delivery of the Goods shall be at the Customer’s premises.|
|5.2||Time of delivery shall not be of the essence of any Contract, The Customer shall allow a reasonable time for the Company to deliver Goods and the Company will use its reasonable endeavours to meet any stated delivery dates but accepts no liability whatsoever for any failure to do so.
|5.3||If the Customer fails to take delivery of any Goods in accordance with a Contract then the Company, at it's option shall:|
|(a)||Arrange for storage at the Customer’s risk and cost (including the costs of transportation); and/or|
|(b)||At any time after the due date for delivery, terminate the Contract in accordance with clause 11.1.|
|5.4||Where delivery is made by instalments - if the Company fails to make delivery or makes defective delivery of any instalment, then such failure or defective delivery shall not affect the obligations of the Company and of the Customer as to the remaining instalments.
|5.5||Except where risk in goods would pass earlier in accordance with clause 5.3 or 5.6, risk in the Goods shall pass from the Company to the Customer upon delivery.|
|5.6||Where the Company is unable to deliver Goods in accordance with the Contract for any reason other than the Company’s default the Company may either in it's own name or as agent for the Customer, arrange for storage of the Goods. The Company shall be considered to have fulfilled the Contract immediately upon delivery being made to the place of storage and risk and all charges for storage and ultimate delivery will be borne by the Customer.|
|6.1||The Customer shall inspect the Goods immediately upon delivery.|
|6.2||(a)||The Customer shall give written notice to the Company and any carrier within three days of delivery, of any failure of the Goods to comply with the Contract|
|(b)||Where the Customer has not received any Goods dispatched by the Company, it shall give written notice to the Company within 7 days of having been notified of despatch.|
|6.3||Provided the Customer complies with clause 6.2, the Company will replace all Goods which have not been delivered and, at its option, repair or replace Goods which are not in conformance with the contract.|
|7.1||Goods supplied by the Company to the Customer will remain the Company’s property until the Customer has paid:|
|(a)||For the Goods, and|
|(b)||All other amounts due from the Customer to the Company but unpaid at the date of delivery of the Goods.|
|7.2||Until payment for the Goods has been made in full, the Company may (without prejudice to any of its other rights) recover the Goods or any part of them and at it's discretion sell or dispose of the Goods and enter the Customer’s premises for that purpose.|
|7.3||Until the Company has been paid in full for the Goods, the relationship between the Company and the Customer shall be fiduciary in relation to such Goods. If the Goods are disposed of by the Customer, the Company shall have the right to trace the proceeds of any disposition, or any insurance proceeds or other monies received by the Customer in respect of such Goods.
|8. LIMITATION OF LIABILITY|
|8.1||The Company shall not be liable for any loss or damage whatsoever, whether in contract, tort (including negligence) or otherwise and including, without limitation, further damage caused by or arising out of any failure or any defect in the Goods, or for any loss or damage caused by or arising out of the use of the Goods.|
|8.2||The Company shall not in any event be liable or responsible for any indirect, incidental or consequential loss or damage including loss of use, revenue, goodwill, or profit, however caused.
8.3 The limitations and exclusions contained in clauses 8.1 and 8.2 shall apply to:
|(a)||death and/or personal injury caused by negligence and/or|
|(b)||damage caused by any defect in the Goods (and “damage” and “defect” shall have the same meaning as in the Consumer Protection Act 1987)|
|9.1||Unless otherwise agreed in writing by the Company, all invoices are due and payable on presentation. All sums not paid by the due date will become liable for interest at three percent per month (calculated daily) until paid in full.|
|9.2||Timely payment shall be the essence of the Contract and in the event of any failure or delay by the Customer to pay for Goods, the Company shall have the rights set out in clause 11.|
|9.3||Payment for Goods is immediately due and payable upon commencement of any event referred to in clause 11.|
|10. FORCE MAJEURE|
|Except with respect to the payment of money, neither party shall be liable for failure to perform its obligations under these Conditions if such failure results from circumstances beyond such parties reasonable control.|
|11.1||If any payment or instalment falls due and is not paid in full within 7 days, the Company may without prejudice to any other rights, suspend performance of any of its obligations under these Conditions or terminate the Contract and/or any other Contract for sale of Goods by notice in writing with immediate effect.|
|11.2||If the Customer becomes insolvent or enters liquidation, whether compulsory or voluntary (other than for the purposes of amalgamation or reconstruction) or compounds with its creditors generally or has a receiver, administrator, administrative receiver or liquidator appointed over all or any of it's assets, or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due or fails to perform any obligation required to be performed by it hereunder for a period of 30 days after receipt of notice from the Company of such failure the Company may, without prejudice to any of its rights, terminate the Contract forthwith by notice to the Customer.|
|13. TRADEMARKS AND TRADE NAMES|
|Nothing in these Conditions shall be deemed to infer any right upon the Customer to apply any trademark, trade names, colour schemes or design rights owned by the Company or the Company’s manufacturers or suppliers.|
|If any part of these Conditions or any other term or Condition of this Contract is judged by any competent court to be invalid or unenforceable, the remaining part or parts shall continue in full force and effect.|
|Any neglect, forbearance or indulgence on the part of the Company relating to rights under these Conditions shall in no way be deemed a waiver, implied or otherwise, of such rights.|
|Notice will be in writing and will, for all purposes, be deemed to have been fully given and received when actually received and will be sent by registered or recorded delivery mail, postage prepaid (unless otherwise provided), properly addressed to the parties at their registered office or at such address for either party as may be specified by such party for such purpose, or by telex with receipt acknowledged by answer back.|
|17. GOVERNING LAW AND JURISDICTION|
|The construction, validity and performance of these Conditions and any Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection therewith shall be subject to the exclusive jurisdiction of the English courts.|