Happy Pet Products Ltd - CONDITIONS OF SALE
1.1 Except to the extent that this Agreement is varied by mutual consent in writing the terms and conditions set out below shall constitute the entire agreement between us and shall prevail over your own terms and conditions and any previous terms and conditions, agreements or understanding.
1.2 Unless stated by us in writing you shall not rely upon any representation as to the quality or fitness of the goods for any particular purpose.
1.3 Save for your rights of cancellation in clause 2.3 below, after we have accepted your order you shall not cancel, defer or alter the order without our prior consent in writing.
1.4 ‘we’, ‘us’ or ‘our’ is reference to Happy Pets Products Limited and ‘you’ or ‘your’ is reference to the person or organisation to whom we are supplying goods and who is required to pay for those goods.
2.1 The price for the goods includes delivery but excludes VAT and all other applicable taxes and duties, which you are required to pay.
2.2 We try our best to display accurate and up to date prices in our [catalogue or website] but because our suppliers occasionally change prices we cannot state the definite price until we have accepted your order. We may vary the price of the goods at any time before we accept your order
2.3 At any time before we deliver the goods to you we may increase the price to cover any unexpected increase in the cost of the goods to us. If we increase the price of goods after we have accepted your order we shall give you reasonable notice and if you do not accept the new price you may cancel those particular goods provided that you notify us within 7 days of notification of the price increase. If the order is cancelled pursuant to clause 2.3 and you have already made payment(s), we will make a refund.
3.1 Unless otherwise agreed in writing payment for the goods shall be made without set off, withholding, deduction or counterclaim for any reason to the address and by the date stated on the invoice (usually 30 days)
3.2 If we do not receive your payment in full on the due date for payment we shall reserve the right to charge you interest at the rate of 4% above the Bank of England base rate from time to time in force from the date that payment was due and/or suspend all future orders. Interest on any monies owing to us shall apply both before and after any legal proceedings are issued to recover any unpaid amount.
3.3 Time for payment shall be of the essence.
4.1 Any delivery date stated by us or requested by you shall be approximate only and for this purpose, time shall not be of the essence. We shall not be liable for any late or non deliveries if the reason for the same is beyond our reasonable control.
4.2 We shall arrange delivery of the goods to the address stated by you and you shall ensure that the goods can be delivered without any hindrance, delays or interruptions. If we are unable to deliver the goods at the expected time we reserve the right to store the goods and charge you for any additional charges that we may incur as a result of your failure to take delivery of the goods.
4.3 Where goods are to be delivered in instalments each instalment of goods shall be deemed to be sold under a separate contract and any default by us shall not entitle you to reject any other order.
4.4 You must notify us within 3 working days of the stated date of delivery of any claim for non delivery or short delivery of goods and if we do not receive any such notification we shall assume that the goods have been delivered in accordance with your order.
5.1 Save for the reasons set out in clause 5.2 below we shall replace any goods that are damaged or are faulty (“the Defect”) provided that you give us written notice stating your reasons within 7 workings days of the delivery of the goods in question.
5.2 We shall not replace any goods:
5.2.1 if you fail to notify us within 7 working days of the delivery of the goods in question;
5.2.2 if the Defect has been caused by your negligence, act, omission or mishandling of the goods; or
5.2.3 if you do anything which is inconsistent with rejection once the Defect becomes or should have become reasonably apparent.
6. RETENTION OF TITLE
6.1 Risk in the goods passes on delivery or the date that the goods are tendered for delivery.
6.2 Notwithstanding delivery and the passing of risk in any goods, the property in the goods shall not pass to you and shall remain with us until you have paid for the goods in full and no other sums whatever shall be due from you to us.
6.3 In respect of goods for which property has not passed to you in accordance with clause 6.2, you shall:
6.3.1 hold the goods on a fiduciary basis as our bailee;
6.3.2 store the goods (at no cost to us) separately from all other goods and marked in such a way that they remain readily identifiable as our property;
6.3.3 keep the goods insured at your own expense; and
6.3.4 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods.
6.4 We reserve the immediate right of repossession of any goods which have not been paid for to which we have retained title, exercisable at any time after delivery or collection of the goods. We shall be entitled to use or dispose of the goods as we wish.
6.5 You hereby grant and shall use all reasonable endeavours to procure that any third party which holds goods to which title has been retained grants and
irrevocable right and licence to our employees, agents and contractors to enter upon all or any premises on which goods are stored for the purpose of repossessing the goods.
6.6 You may resell the goods before ownership has passed to you, solely on the condition that any sale shall be affected in the ordinary course of your business at full market value and any such sale shall be of our property on our behalf and you shall deal as principal in making such sale. Until property passes in the goods from us the entire proceeds of sale or otherwise in the goods shall be held in trust for us and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as our money.
Reasonable variations in samples or goods which have previously been supplied may occur. We cannot guarantee that any sample provided will be definitive of the goods supplied and we reserve the right to deliver an alternative product where the goods ordered are out of stock or have been discontinued.
8. LIABILITY FOR LOSS OR DAMAGE
8.1 Other than as expressly provided in these terms and conditions no warranty, guarantee or other term or condition (whether express or implied by common law, statute or otherwise) will be supplied in respect of the goods but we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by persons supplying the goods to us.
8.2 Save as precluded by law we shall not be liable for any consequential losses you may suffer, including but not limited to economic losses, administrative losses, loss of profits, loss of future business damage to reputation or any expenses or costs which are not caused by our negligence or breach of the terms of this agreement.
8.3 You hereby agree to indemnify us against any damages, losses, costs, claims or expenses incurred by us in respect of any claim brought against us for:
8.3.1 any loss, injury or damage to any person or animal wholly or partly caused by the goods or their use;
8.3.2 any loss, injury or damage in any way connected with the performance of this contract, provided that this clause 8.3 shall not require you to indemnify us against any liability for our own negligence.
8.4 Without prejudice to clause 8.5, our entire aggregate liability in respect of this agreement whether arising in contract, tort (including negligence) or otherwise shall not exceed the total amount paid by you for the goods in respect of which a claim is made.
8.5 Nothing in these conditions shall exclude or limit our liability for (i) fraud (ii) death or personal injury caused by our negligence (iii) breach of terms regarding title implied under the Sales of Goods Act 1979 and/or Supply of Goods and Services Act 1982 or (iv) any other liability to the extent that the same may not be excluded or limited as a matter of law.
9.1 We reserve the right to terminate any order placed by you immediately:
9.1.1 if you are in breach of any of these terms and conditions or any other obligation to us;
9.1.2 if any distress or execution is levied on your assets or any actions, steps or proceedings are instigated which relate in any way to your insolvency; or
9.1.3 if we reasonably believe that any of the events mentioned in clauses 9.1.1 or 9.1.2 is about to occur in relation to you or any other matter which in our opinion may prejudice our rights against you.
10. FORCE MAJEURE
We shall not be liable for any loss or damage suffered or incurred by you arising from our delay in performing or failure to perform our obligations hereunder to the extent that for so long as such delay or failure results from any cause or circumstance whatsoever beyond our reasonable control (the “event of force majeure”), provided the same arises without our fault or negligence and we notify you within five business days of becoming aware of such event of force majeure and the manner and extent to which our obligations are likely to be prevented or delayed.
11. THIRD PARTY RIGHTS
The Contract (Rights of third parties) Act 1999 shall not apply in respect of any transactions contemplated under the terms of this agreement and no person other than us as seller and you as buyer (or our respective successors and assigns) shall have any rights hereunder.
If any provision of this agreement is held to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provisions held shall not be affected.
13. VARIATION AND WAIVER
13.1 No variations to any contract between us shall be effective unless made in writing and signed for and on our behalf.
13.2 Failure by us to exercise or enforce any right hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
These terms and conditions shall be governed by the law of England and the parties agree to submit to the exclusive jurisdiction of the courts of England