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Terms

Oak Furniturte Direct, part of Troy Innovations Ltd is hereinafter referred to as “The Company” and the prospective or actual purchaser of Goods from The Company is hereinafter referred to as “The Buyer”

2. The Company is the Retail distributor of home furniture ( Hereinafter called “The Goods”)

3. The Buyer wishes to enter into an agreement with The Company for the purchase of Goods supplied by The Company

4. This Document shall contain all the conditions of sale relating to the sale and purchase of such Goods and all orders placed by The Buyer shall be governed by the conditions of sale contained herein

5. No variation of these conditions shall be valid unless evidenced in writing and signed by a Director of The Company.

6. These conditions exclude any other conditions inconsistent therewith which The Buyer may seek to impose or which may be contained in any other agreement made between The Company and The Buyer

7. All orders placed with The Company by The Buyer shall be subject to the terms hereinafter contained. Acceptance of delivery of the Goods or written confirmation of the order shall be deemed as conclusive evidence of the Buyers acceptance of these terms

THE CONDITIONS OF SALE ARE AS FOLLOWS:

1. PRICE
 (a) The contract price for each of the Goods ordered by The Buyer shall be that prevailing at the date of the acceptance of the order by The Company or upon notice to the Buyer before delivery to increase the price of the Goods and is net of VAT
 (b) Acceptance by The Company shall be deemed to have taken place on delivery of the Goods
 (c) The Buyer shall be liable to pay for the actual quantities delivered by The Company on the provision that they are not more than 5 per cent in excess of the quantity ordered not less than 5 per cent under the quantity ordered
 (d) No order shall be cancelled unless agreed in writing by the Company. The Company’s costs and consequential losses (including loss of profit and anticipated loss of profit) whereby a minimum cancellation charge shall be payable forthwith as follows:-
 90 days or less but greater than 60 days before agreed delivery date 20%
 60 days or less but greater than 30 days before agreed delivery date 30%
 30 days or less before agreed delivery date 50%
 Provided that the Goods have been described as “Specials” on the quotation or the written confirmation of the order the cancellation charge shall be 100% of the price regardless of when written notification of cancellation is received and accepted by The Company

2. TERMS OF PAYMENT
(a)  Payment shall be made by The Buyer on the delivery of an invoice by The Company to The Buyer in respect of the delivered Goods and the Company reserves the right to make delivery by instalments and render a separate invoice in respect of each such instalments.
(b)  If the Company exercises its right to make delivery in instalments in accordance with sub-paragraph (a) above, then any delay in delivering or failure to deliver any further instalment or instalments shall not entitle the Buyer to reject the Contract or the delivery of any other instalment or to withhold payment in respect of any instalment previously delivered.
 (c) In the event that The Buyer shall fail to pay the amount due under the invoice within the agreed terms then The Company reserves the right to disallow any and all discounts given including volume, trade or wholesale discounts that reduce the price from the Company’s Standard Price. Further the “Late Payment of Commercial Debts (Interest) Act” enables the Company to charge interest on the total amount due from the invoice date at the rate of 8 per cent per annum above the base rate for the time being of Lloyds TSB Bank, such interest being deemed to accrue on a day to day basis
 (d) In this agreement time is deemed to be of the essence
 (e) The Company reserves the right in their absolute discretion to demand security for payment before continuing to supply Goods to The Buyer in the event that the amount outstanding exceeds any credit limit which has been set by The Company in respect of The Buyer or in the event that invoices remain outstanding for more than 30 days after delivery of same to The Buyer

3. RETENTION OF TITLE
 (a) Title of the Goods shall remain with The Company until payment in full is received by The Company from The Buyer
 (b) Not withstanding that title shall remain with The Company the Buyer shall remain liable to pay all invoices in full for all Goods delivered to them
 (c) Until sale The Buyer is licensed by The Company to use or agree to sell The Goods delivered on the following conditions:
 (I) The Buyer will hold The Goods as fiduciary agent and bailee of The Company and the Buyer shall insure the Goods for not less than their cost price
 (ii) The Goods shall be kept in good substantial repair and condition by The Buyer and shall be stored in such a way as to be clearly identifiable as belonging to The Trader
 (iii) The Company shall revoke the power of sale and use contained in clause 3(c) hereof if either The Buyer shall default for more than 30 days in the payment of any sum due to The Company or  if The Buyer shall fail to give security when required to do so under clause 2(d) hereof
 (iv) Upon determination of The Buyers power of use and sale The Buyer shall immediately return to The Company at The Buyers own expense all or any of The Goods of The Company in The Buyers possession or under its control and shall allow The Company to enter into any premises of The Buyer to take possession of any such Goods
 (v) The Company shall be entitled in their absolute discretion to appropriate any payment in settlement in full or in part of any sums owed by The Buyer to The Traders the Company shall think fit notwithstanding any purported contrary appropriation by The Buyer
 (vi) The Company may at heir own discretion waive their rights in respect of retention of title to any Goods delivered to The Buyer but such waiver will only be valid if delivered by The Company in writing and signed by a Director of the Company
 (d) The Company shall retain the right to withhold delivery of any Goods ordered by The Buyer if The Buyer is in breach of any terms of this agreement

4. INSPECTION AND SHORTAGES
 (a) All Goods delivered by The Company to The Buyer shall be deemed to have been inspected by The Buyer and found to be free from shortages and defects unless the carriers note or such other delivery note is marked sufficiently to identify either shortages or defects
 (b) Any complaint in respect of alleged shortages or defects must be made to the carrier immediately and to The Company within 2 days after delivery of the Goods so complained of
 (c) All or any such consignment alleged defective or short must be placed to one side by The Buyer and an opportunity to inspect the Goods must be given to a representative of The Company prior to The Buyer making any alterations or modification thereto
 (d) In the event that The Company is liable in respect of a shortfall or in respect of defective Goods then The Company shall replace them within 14 days thereafter; in the event that they are unable to replace same The Company shall credit The Buyer with the Value of the Goods not delivered and in all other respects The Company shall be under no further obligation and shall not be held in any way liable in any other respect howsoever or wheresoever arising from such defect or shortage

5. WARRANTIES
 (a) The Company warrants that they have good and marketable title to The Goods and the unencumbered right to sell The Goods
 (b) The Company makes no representation or warranty as to the suitability or fitness for their purpose of any Goods delivered by them to The Buyer and The Buyer must satisfy themselves in respect entirely; The Company shall not be responsible for the supply by The Buyer of any Goods delivered by The Company in respect of their fitness for purpose or suitability notwithstanding any advice or information which may be given to The Buyer in respect of The Company’s Goods which may be given by The Company to The Buyer in all good faith but without any liability
 (c) If the Goods are in such a condition as would but for clauses herein entitle The Buyer to repudiate the contract and or claim for damages The Company shall reserve the right to replace The Goods in full and final settlement of any claim by The Buyer against The Company
 (d) In the event that The Goods are returned to The Company by The Buyer as set out in clause 3(c)(iv) or because of any defect then The Buyer shall return the Goods to The Company at his own expense and the risk of accidental loss whilst the Goods are being returned shall be borne by The Buyer
 (e) Goods returned for replacement under warranty and found to have no fault will be liable to a 20% inspection and handling charge payable forthwith

6. LIABILITY
 (a) Nothing in this clause shall be deemed to exclude or restrict The Company’s liability for death or personal injury resulting from negligence by The Company
 (b) The Company shall not be liable for any consequential or indirect loss suffered by The Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from The Company’s negligence) Consequential or indirect loss shall include but not be restricted to loss of profits loss of contracts damage to any property of The Buyer or anyone else and personal injury to The Buyer or anyone else except as set out in clause 5(a) hereof
 (c) Where notwithstanding the provision of clause 5(b) hereof The Company is liable to The Buyer, their total liability for the total of all claims arising from any one act or default of The Company whether arising from The Company’s negligence or not shall exceed £1,000 (ONE THOUSAND POUNDS) or the contract price whichever is the smaller

7. COMPUTER PROGRAMS
Where the Goods include a computer program the Buyer agrees not to copy or disclose or alter the programs without the prior written consent of the Company and will in all respects comply with the terms of any licence granted to the Buyer which relate to the use of such computer programs

8. QUANTITY
 While The Company shall seek to ensure that the quantity of Goods accords with the quantity ordered by The Buyer the Buyer shall accept and pay for the quantity supplied provided the shortfall or the excess in relation to the quantity ordered is less than 5 per cent

9. INFRINGEMENTS OF PATENTS
 The Buyer undertakes by way of warranty to The Company that The Buyer will not in their dealings with The Company do anything which would constitute a breach or infringement of any patent copyright design trademark or other industrial or intellectual property right and shall indemnify and keep indemnified The Company against all or any loss or damage or liability suffered and legal fees and all other professional and other costs resulting from any breach thereof or from any allegation of such breach by any third party claiming against The Trader

10. FORCE MAJEURE
 (a) The Company shall not be liable for any failure to deliver the Goods ordered by The Buyer arising from circumstances outside The Company’s control, which shall include but not be restricted to acts of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lock-outs, government action or regulation, delay or failure by The Company’s suppliers, accidents and shortages of materials, labour or manufacturing facilities
 (b) In the event that The Company shall be prevented from delivery in the circumstances set out in clause 10(a) hereof then they will give The Buyer written notice of such delay as soon as reasonably practicable after The Company is aware of it and in the event that delivery cannot be made three months after any such notice as set out above hereof then either party may give written notice to the other cancelling the order
 (c) In the event that either party cancels the order as set out in clause 10(b) hereof then The Company will as soon as possible refund any payment which The Buyer has already made on account of the price subject to deduction of any amounts The Company is entitled to claim from The Buyer but The Company will not be liable to compensate The Buyer for any loss or damage caused by the failure to deliver

11. SALES DOCUMENTATION AND LITERATURE
 Whilst The Company takes every precaution (in so far as they can) in the preparation of their catalogues price lists literature and selling aids these documents are for The Buyer’s general guidance only. No specification, descriptive material, warranty, written or oral representation, correspondence or statement or promotional or sales literature shall be binding on the Company

12. NOTICES
 Any notice to be given thereunder shall be sent by prepaid first class post or by facsimile  and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile to the correct facsimile number of the addressee

13. ASSIGNMENT
 The Buyer shall not assign or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of The Company

14. DEFECTIVE GOODS 
 In the event that The Buyer shall be made aware or notified of any allegedly defective Goods supplied by The Company or in the event that any alleged claim or allegation of defective or faulty Goods shall come to the attention of The Buyer then they shall immediately inform The Company of any such allegation in writing and give details of the customers full name address and proof of purchase

15. WAIVER
 Any neglect or delay by or forbearance on the part of The Company in seeking to implement or enforce these Conditions or any of them shall not act as nor shall be deemed to be a waiver of or release from any of the Conditions hereof

16. PROPER LAW AND JURISDICTION
 (a) The contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English courts
 (b) All contracts between The Company and The Buyer will be deemed to have been made in Winchester, England. In the event of any dispute being referred to the Court and which arises between The Company and The Buyer the dispute is to be referred to the Courts (including High Court and County Court) in Buckinghamshire, England

17. HEADINGS
 The headings of these Conditions are for convenience only and shall have no effect on the interpretation thereof. If any term herein is held by any competent authority to be invalid or unenforceable in whole or in part the other terms and remainder of the provision in question shall continue to be valid