The buyer’s attention is in particular drawn to the provisions of condition 12.4.
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Supplier.
Contract: any contract between the Supplier and the Buyer for the sale and purchase of the goods incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Supplier (including any part or parts of them).
Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Buyer and the Supplier.
Supplier: Relyon Ltd, 5th Floor Festival House, Jessop Avenue, Cheltenham, Gloucestershire, GL50 3SH.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Supplier’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Supplier. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Supplier shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any Specification submitted to the Supplier are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Supplier despatches an acknowledgement of order to the Buyer. Any quotation
4.1 In the case of deliveries to Buyers based in mainland Great Britain and Northern Ireland and the Republic of Ireland unless otherwise notified in writing by the Supplier, delivery of the Goods shall take place at the Buyer’s place of business. Specific delivery and carriage terms for deliveries to Buyers based in the Channel Islands, the Isle of Man or outside the UK and Republic of Ireland will be as agreed by the Supplier and Buyer.
4.2 The Supplier shall deliver the Goods to the location set out in the order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Buyer that the Goods are ready.
4.3 Any dates specified by the Supplier 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.
4.4 Subject to the other provisions of these conditions the Supplier 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 Supplier’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.
4.5 Subject to condition 5.2, delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
4.7 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by the Supplier on despatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Buyer has not provided appropriate delivery instructions, documents, licences or authorisations:
a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Supplier’s negligence);
b) delivery of the Goods shall deemed to be completed at the commencement of the third business day after the day on which the Supplier notified the Buyer that the Goods were ready;
c) the Supplier shall store the Goods until delivery and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and
d) the Supplier shall have no liability to the Buyer for such failure to deliver the Goods.
5.3 If the Supplier fails to deliver the Goods, its liability shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.4 If ten business days after the day on which the Supplier notified the Buyer that the Goods were ready for delivery the Buyer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Goods.
The Buyer shall visually inspect the goods at the Delivery Point and shall refuse to accept any visibly damaged goods. The Buyer shall fully inspect all goods within 48 hours of delivery and immediately notify the Supplier of any damaged goods and provide at that time photographic evidence of the damage. If the Supplier accepts that the goods have been delivered in a damaged condition (acting reasonably) the Supplier will replace the damaged goods with identical or similar goods within a reasonable time. This replacement will be the entire remedy of the Buyer in the case of damaged goods. Claims for damaged goods will not be accepted more than 7 days after delivery.
7.1 Without limiting its other rights or remedies, if the Buyer (i) fails to pay any amount due under the Contract on the due date for payment or (ii) becomes subject to any of the events listed in condition 8.5(a), the Supplier may cancel any order of Goods and terminate the Contract with immediate effect by giving written notice to the Buyer.
7.2 The Buyer is not entitled under these conditions to cancel a Contract other than pursuant to termination of this Contract under condition 4.6 or condition 14. However, the Supplier may, at its absolute discretion, allow the Buyer to cancel a particular Contract or Contracts. Any acceptance by the Supplier of such cancellation shall not create a precedent for the future either in respect of dealings with the Buyer or the market generally.
7.3 On termination of the Contract for any reason the Buyer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
8.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
8.2 Title to the Goods shall not pass to the Buyer until the earlier of:
a) the Supplier receives in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Supplier from the Buyer on any account, in which case title to the Goods shall pass at the time of payment; and
b) the title in the Goods otherwise passes to the Buyer in accordance with condition 8.4(c).
8.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
b) if required by the Supplier, store the Goods (at no cost to the Supplier) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Supplier’s 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 Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance and proof of payment of premium to the Supplier.
8.4 The Buyer may resell the Goods before title has passed to it solely on the following conditions:
a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value;
b) any such sale shall be a sale of the Supplier’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale and not as the Supplier’s agent; and
c) title to the Goods shall pass from the Supplier to the Buyer to the Buyer immediately before the time at which resale by the Buyer occurs.
8.5 The Supplier may recover Goods in respect of which title has not passed to the Buyer if:
a) the Buyer (being an individual) is the subject of a bankruptcy petition, application or order, or the Buyer (being a company) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases or threatens to cease to trade; or
c) the Buyer encumbers or in any way charges any of the Goods.
8.6 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
8.7 The Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, if condition
8.5 applies, to recover them.
8.8 Where the Supplier is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Supplier to the Buyer in the order in which they were invoiced to the Buyer.
8.9 On termination of the Contract, howsoever caused, the Supplier’s (but not the Buyer’s) rights contained in this condition 8 shall remain in effect.
9.1 Unless otherwise agreed by the Supplier in writing, the price for the Goods shall be the price set out in the Supplier’s quote, or, if no price is quoted, the price list current at the date of the Supplier’s acceptance of the Buyer’s order.
9.2 The price for the Goods shall be exclusive of any value added tax. In the case of export sales liability for all costs or charges in relation to packaging, loading, unloading, carriage and insurance, will be at the Buyer’s cost unless otherwise agreed.
10.1 Subject to condition 10.4, unless otherwise agreed in writing by the Supplier, payment of the price for the Goods shall be due in pounds sterling on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered.
10.2 Time for payment shall be of the essence.
10.3 No payment shall be deemed to have been received until the Supplier has received cleared funds.
10.4 All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
10.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Buyer.
10.6 If the Buyer fails to pay the Supplier any sum due pursuant to the Contract on the due date for payment, the Buyer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of National Westminster Bank (or such other bank notified to the Buyer by the Supplier from time to time) accruing on a daily basis until payment is made, whether before or after any judgment.
11.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall use reasonable endeavours to transfer to the Buyer the benefit of any warranty or guarantee given to the Supplier in respect of the Goods.
11.2 The Supplier warrants 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) conform in all material respects with their description and any applicable Specification; and
b) be free from material defects in design, material and workmanship.
11.3 The Supplier shall not be liable for a breach of any of the warranties in condition 11.2 unless:
a) the Buyer gives written notice of the defect to the Supplier, within 30 days of the time when the Buyer discovers or ought to have discovered the defect; and
b) the Supplier is given a reasonable opportunity after receiving the notice of examining such Goods; and
c) the Supplier is given a reasonable opportunity (at its option) to commission (at its own cost) an independent assessment of the Goods. Where the Supplier exercises this right the written report of the independent assessor shall be conclusive as whether the Goods are defective. For the avoidance of doubt the Furniture Industry Research Association (FIRA), Homeserve, any other appointed Home Service Technician organisation or similar organisation will be deemed to be independent assessors.
11.4 The Supplier shall not be liable for a breach of any of the warranties in condition 11.2 if:
a) the defect arises because the Buyer and/or its customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
b) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
c) the Buyer and/or its customer alters or repairs such Goods without the written consent of the Supplier.
11.5 Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with any of the warranties in condition 11.2 the Supplier shall at its option repair or replace such Goods with identical or similar goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, the Buyer shall, at the Supplier’s expense, return the Goods or the part of such Goods which is defective to the Supplier.
11.6 Except as provided in condition 11.5, the Supplier shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranties set out in condition 11.2.
11.7 Any Goods replaced shall belong to the Supplier and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
11.8 In addition to the above warranties the Supplier will provide a manufacturers guarantee in respect of the Goods for the benefit of the end consumer of the Goods in its standard form. The terms of the manufacturers guarantee will be set out in a document delivered with the Goods or will be otherwise communicated by the Supplier to the Buyer.
12. LIMITATION OF LIABILITY
12.1 Subject to condition 4, condition 5 and condition 11, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
a) any breach of these conditions;
b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of the Supplier:
a) for death or personal injury caused by the Supplier’s negligence or the negligence of its employees, agents or subcontractors (as applicable);
b) for defective products under the Consumer Protection Act 1987;
c) for any matter which it would be illegal for the Supplier to exclude or restrict liability; or
c) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
a) the Supplier shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for loss of profit, loss of business, or depletion of goodwill or any indirect or consequential loss arising under or in connection with the Contract; and
b) the Supplier’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
13.1 The Supplier may assign the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract or any part of it without the prior written consent of the Supplier.
14. FORCE MAJEURE
The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Supplier to terminate the Contract.
15.1 All communications between the parties about the Contract shall be in writing and be delivered by hand or sent by pre-paid first class post or sent by fax or by email:
a) in case of communications to the Supplier to its office at Station Mills, Wellington, Somerset, TA21 8NN or such changed address as shall be notified to the Buyer by the Supplier; or
b) in the case of the communications to the Buyer, to any address of the Buyer set out in any document which forms part of the Contract or to any other business address of the Buyer.
15.2 Communications shall be deemed to have been received: if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery; or if sent by fax or email on a working day prior to 5.00 pm, at the time of transmission and otherwise at the start of the next working day.
16. DATA PROTECTION
16.2 For the purposes of condition 16.1, the terms “controller”, “processor”, “personal data” and “process” will have the meanings set out in, and will be interpreted in accordance with, the General Data Protection Regulation 2016 ((EU)/679) and the Data Protection Act 2018 (“Data Protection Legislation”). The Buyer shall comply with the Data Protection Legislation in performing its obligations under the Contract.
17.1 Each party undertakes that it shall not for a period of five years after termination of any Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or the terms of any Contract, except as permitted by Clause.
17.2 Each party may disclose the other party’s confidential information:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
18.1 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
18.2 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of the Contract.
18.3 Failure or delay by the Supplier 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.
18.4 Any waiver by the Supplier 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.
18.5 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, provided always that the manufacturers guarantee referred to in condition 11.8 shall be enforceable by the end consumer of Goods.
18.6 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales and irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
18.7 In carrying out its obligations under the Contract the Buyer shall comply with all applicable laws and regulations, including but not limited to, the Bribery Act 2010 and the Modern Slavery Act 2015.