Terms and Conditions of Sale

 

1) THE PARTIES

a) The ďSellerĒ Bluefish Office Products Ltd

b) The ďBuyerĒ the person purchasing any goods from the seller

2) THE BARGAIN

a) The Seller shall sell and the Buyer shall buy the goods upon and subject to the

express terms set out within these conditions

3) PREVAILING CONDITIONS

a) All Orders are accepted only upon these Conditions which shall, override any

terms or conditions howsoever incorporated or referred to by the buyer.

b) No alteration or addition to these Conditions shall be incorporated into this

agreement unless expressly accepted by an authorised representative of the

Seller in writing.

c) These Conditions constitute all the terms of the agreement between the parties

and no other terms or conditions shall apply whether oral or in any separate

order, confirmation or otherwise and any statutory or other condition is hereby

excluded.

d) All quotations and tenders are subject to withdrawal or amendment at any time

prior to the Sellerís acceptance of the Buyerís order.

e) The seller shall not be bound by any clerical or arithmetical errors in any price

list invoice statement quotation or other documentation whatsoever.

4) DELIVERY

a) The time of delivery shall not be the essence of the contract and failure by the

Seller to make delivery on any particular date shall not entitle the Buyer to

terminate this Agreement or refuse the delivery or to claim for any expense, loss

of profits or other consequential losses whatsoever.

b) Deliveries are free on all orders of or in excess of £25.00 (exec. VAT). A

standard handling charge which maybe on all orders under £25.00 (exec. VAT).

c) The seller reserves the right to charge for returnable pallets, containers or cages

that are returned damaged or not returned.

d) The delivery address must be stated on the Buyerís official purchase order, any

charges to the stated delivery address must be made in writing at least 2 days

before the delivery date.

e) The Buyer shall advise the seller at the time of placing an official purchase order

of any restrictions denying the Seller reasonable access to the stated delivery

address. The buyer shall ensure that installation area is clear of any

obstructions that may cause the installation to be delayed. The seller reserves

the right to pass to the buyer any cost incurred resulting from delivery and

installation restrictions caused by the buyer.

5) PRICE

a) All goods are sold at prices ruling at the date of despatch and may vary at the

Sellers discretion from those originally quoted or shown in the sellerís current

price list or any brochure or advertising material.

b) The Buyer shall in addition to the total price be liable to pay and Value Added

Tax that may be payable and imposed on goods.

6) PAYMENT

a) The Buyer shall make payment in full for the goods net 30 days after the date

of invoice.

b) If the buyer shall fail to make payment on or before the due date, the Seller

reserves the right to charge in addition to the price of the goods (and without

prejudice to any other right of the seller). Interest shall accrue on the amount

outstanding at 3% above Barclays Bank PLC base rate for the time being such

interest to be compounded for month on month.

7) COMPLAINTS

No claims regarding alleged defects to goods shall be considered by the seller unless;

a) In the case of damage or loss in transit or shortage the Buyer advises the Sellerís

local sales office of same within 48-hours of delivery; and

b) In other cases;

i) the goods concerned are inspected by the Buyer and the Buyer advises the

Sellerís local office of the alleged defects within one week of delivery in

writing; and

ii) if the buyer shall fail to give such notice the goods shall be deemed to be in

accordance with Agreement and the buyer shall be bound to accept

delivery and make payment accordingly.

c) Subject to Clause (a) and (b) above defective goods shall be replaces, provided

that the goods are proved to be defective to the entire satisfaction of the seller

(and itís opinion shall be conclusive) but no claim for expenditure upon any such

goods, loss of orders, loss of profits or for any other consequential loss or

damage whatsoever will be accepted by the Seller and any liability in this respect

is expressly excluded.

8) THE GOODS

The goods that the Seller offers to supply are designed for the purposes described

in the Sellerís trade literature and are subject to any limitations contained therein.

No warranty is given that the goods are fit for any other purpose unless the Buyer

specifies in writing details of that purpose and the Seller expressly warrants that the

goods are fit for that purpose to the Buyer in writing.

9) INTERVENING EVENTS

The Seller shall not be liable for any breach of this agreement caused by the Sellerís

inability to produce materials or articles required for the performance of the

Agreement or caused directly or indirectly should the Sellerís reasonable control

including without limitation to the generality of the foregoing, war hostilities,

government action, breakdown, delay in transportation, any form of labour dispute,

fire, flood or act of God.

10) THE BUYERíS POSITION

a) The Buyer shall not be entitled to withhold payment of any amount allegedly

payable by the Seller because of dispute claim by the Buyer against the Seller

nor shall the Buyer be entitled to set of against any amount payable any monies

which are not presently payable by the seller or for which the seller

disputes liability.

b) The seller shall be entitled (without prejudice to its other rights against the Buyer)

by notice in writing to the buyer to rescind any agreement between the Seller

and the Buyer or to suspend delivery should the Buyer (in the case of an

individual) enter into any agreement with or for the benefit of its creditors or

having a Receiving Order in Bankruptcy made against him or (if a corporate) go

into liquidation either voluntary or compulsory under supervision of suffer a

Receiver to be appointed or judgement to levied or be in breach of the terms

and conditions of the agreement.

c) The Buyer should be entitled to cancel or amend an official purchase order with

in 5 working days of the date of the order at no cost to the buyer. The seller

shall be entitled to charge a cancellation fee equivalent of 50% of the value of

an order (excluding VAT) if the buyer cancels an order after five days from the

date of the order.

d) Where the buyer has placed an official purchase order for bespoke items not

included in the sellerís current catalogue, the buyer shall sign the sellerís

bespoke product specification order form. Upon signing the bespoke product

specification order form. Upon signing the sellerís the buyer shall be bound to

accept delivery and make payment accordingly subject to Clause 7 and

excluding Clause 10c.

11) PASSING OF RISK AND RETENTION OF TITLE

a) Risk in the goods shall pass to the buyer upon delivery.

b) Notwithstanding the above condition the property in the goods shall remain with

the seller until full payment of all monies awed to it by the Buyer for the order

governed by these condition shall have been received or until prior resale.

c) Until full payment has been made the buyer shall hold the goods only as the

sellerís bailee and will keep same at no cost to the seller so that they are

clearly identified as belonging to the seller.

d) Until such payment as aforesaid has been made the buyer shall not remove the

goods or allow them to be removed from the address to which they are

delivered and shall keep the goods in good condition and shall not allow then

to become the subject of any changes or lien whether by operation of law or

otherwise.

e) If the buyer shall permit any judgement to be taken or levied against it or (being

a corporation) go into liquidation or have a receiver approved.

12) SELLERíS LIABILITIES

a) The seller does not seek to exclude the following liabilities:

i) For negligence causing death or personal injury

ii) Under third party agreements

b) The seller shall not be liable for any indirect or consequential loss or damage

including (without limitation to the foregoing) economic lass, loss of profits,

business, operating time or use or any other form of loss or damage of

whatsoever nature and howsoever arising.

c) The implied conditions set out in the Sale of Goods Act 1979 and the Supply of

Goods and Services Act 1982 shall be expressly excluded. Save as provided in

these conditions each and every liability of the seller is excluded.

d) Subject to clause 12 (e), the buyer shall be entitled to cancel or amend an

official purchase order for furniture within 3 working days of the date of the

order at no cost to the buyer. The seller shall be entitled to charge a

cancellation fee equivalent to 50% of the value of an order for furniture

(excluding VAT) if the buyer cancels such an order after three days from the date

of order.

e) Where the buyer has placed an official purchase order for bespoke products not

included in the sellerís current catalogue, the buyer shall sign the sellerís

bespoke product specification form, the buyer shall be bound to accept

delivery and make payment in accordance with these conditions save the clause

12 (d) shall not apply.

13) INVALIDITY OF PART

The invalidity or unenforceability for any reason of any part of this contract shall not

prejudice or affect the validity or enforceability of the remainder.

14) HEADINGS

The headings contained in these conditions do not form part of them and such

headings shall be ignored in constructing each of the conditions herein contained.

15) BESPOKE GOODS

If the buyer wishes to purchase bespoke goods, the buyer will be required to enter

into a separate agreement in respect of such goods, which may vary or augment

these conditions (failing which these conditions shall continue to apply in their

entirety)

16) NOTICES

Any notice consent or the like required to be given under these conditions shall be

in writing and sent registered post to the address of the other party herein set out in

as such changed address as shall for that purpose be notified to the other and every

such notice consent or the like shall be deemed to have given three days after

transmission at the address to which it was sent.

17) JURISDICTION

This contact shall be construed according to and be governed by the Laws of

England and any dispute shall be referred to the High Court of Justice in England.

18) DESCRIPTION

With regards to the wood finish the description denotes the type and does not

necessarily refer to solid timbers, it may include veneers, plywood, blockwood,

melamine or paper foil. Sizes are nominal, but endeavour is made to keep these

accurate.

19) Every care has been taken to ensure that descriptions and specifications are correct

at the time of going to press, but we reserve the right to amend such details without

notice.