GENERAL CONDITIONS OF SALE (TRADE)
1. Definitions
In these Conditions of sale except where the context otherwise requires the following terms shall have the following meanings:
'the Buyer' shall mean the immediate purchaser who has contracted with the Seller for the purchase of the Products
'the Products' shall mean all or any of the products manufactured, distributed or marketed from time to time by the Seller and supplied to the Buyer
'the Seller' shall mean Valspar Industries (UK) Ltd
'Seller's Guarantee or Guarantee shall mean any Guarantee provided by the Seller
'Overseas' shall mean all other countries not specified as being in the United Kingdom
'the United Kingdom' shall mean the United Kingdom, Great Britain and Northern Ireland, the Channel Islands and the Isle of Man
2. General
The following Conditions apply to and are deemed to be incorporated in all contracts for the sale and the supply of the Products unless the contrary is expressly and specifically agreed in writing by the Seller. They exclude any terms and conditions proffered by the Buyer. Neither these Conditions nor the Seller's current price list for the relevant
Products shall be deemed to constitute an offer capable of acceptance by the Buyer and the Seller reserves the right to refuse to accept any order.
3. Prices
(a) The prices charged for the Products shall be those quoted by the Seller at the time of acceptance of an order by the Seller in accordance with Condition 4.
(b) Prices quoted for orders in the United Kingdom are inclusive of delivery and packaging costs but are exclusive of Value Added Tax.
(c) The Seller reserves the right to alter its prices at any time.
4. Acceptance
(a) All quotations given by the Seller are deemed to be invitations to purchase.
(b) All orders placed by the Buyer for the Products are subject to acceptance by the Seller. An order shall only be deemed to have been accepted when the Seller appropriates
Products to the Buyer for despatch.
5. Limits of Contract
(a) The Buyer shall not transfer his rights under the Contract to any third party without the Seller's written consent.
(b) Without prejudice to the provisions of Clause 3(c) the Seller will make every endeavour to execute all orders at prices ruling at the time of acceptance but reserves the right to alter prices and to charge prices ruling at the time of delivery in the event of any increase in the cost of materials labour or transport or due to fluctuations in currency or of any other increase in costs of any nature whether or not in the same nature as the foregoing.
6. Additional Expense
The Seller reserves the right to levy a surcharge in respect of:
(a) the cost of freight on any particular consignment of the Products in accordance with the Schedule attached to its then current price list.
(b) re-stocking approved returned merchandise.
7. Descriptive and Technical Specifications etc.
(a) All descriptive and technical specifications illustrations and particulars of weights of the products published by the Seller are approximate only and none of these shall form part of the Contract. The Seller reserves the right to alter the specifications and formulation of the Products without notice.
(b) Descriptive materials promotional literature display stands pamphlets or other documents will be supplied by the Seller to the Buyer together with the Products. Further supplies are available at an agreed price of on such other terms as may be appropriate.
8. Despatch
Delivery or despatch shall be from the Seller's trading address or from such other addresses as the parties may in writing agree. Any delay by the Seller in delivering the Products or making them ready for collection shall not entitle the Buyer to rescind the Contract and the Seller shall not be liable for any damage expenses or loss whatsoever of the Buyer whether arising directly or indirectly as a result of such delay howsoever caused.
9. Delivery and Passing of Risk
Delivery will normally be made by sending the Products to the Buyer by the Seller's usual carrier and risk in the Products will pass when the Products are unloaded at the Buyer's premises. If the Buyer requires express delivery and so notifies the Seller prior to despatch the Products will be delivered by a specialist carrier and the cost thereof debited to the Buyer on the invoice relating to the Products.
10. Passing of Property
The legal and equitable interest and title to the Products are supplied by the Seller shall not pass to the Buyer until such time as payment of all debts owed to the Seller (plus any interest thereon) have been paid in full by the Buyer to the Seller in accordance with the provisions of Condition 13 and pending such payment:
(i) the Seller reserves the right (without prejudice to any other right it may have) to repossess the Products from the Buyer and for that purpose the Buyer agrees that the Seller its servants and agents or any of them may enter upon any land or building owned or occupied by the Buyer in order to remove the Products or to identify the Products ending their removal. Alternatively the Seller may require the Buyer to deliver the Products to such premises as the Seller may nominate and in either event the Seller may re-sell the Products;
(ii) if the Buyer shall re-sell the Product or any of them the Buyer shall hold the sale proceeds therefrom as trustee for the Seller in a separate designated account to the extent of the Buyer's outstanding liability to the Seller; and
(iii) the Buyer shall store the Products separately from the Buyer's own goods or in such a way that the Products are clearly specified as the property of the Seller.
(iv) the Buyer's right to possession of the goods shall cease if it does anything or fails to do anything which would entitle an administrative receiver to take possession of any assets or which would entitle any person to present a petition for the winding up of the Buyer or if the Buyer is the person trading on his own account if he should have a petition for bankruptcy order against him presented to the Court or apply for an interim order under S.253 of the Insolvency Act 1986 or become bankrupt or make any arrangements with or for the benefit of his creditors.
11. Shortage in Delivery, Defective Products and Damage in Transit
(a) It is a condition, precedent of the Seller's liability to make good any alleged short delivery of the products that any such alleged shortage be notified to the Seller in writing within 3 days from the date of delivery.
(b) Any such shortage in delivery of the Product shall not entitle the Buyer to reject the Products or rescind the Contract provided that the Seller uses its reasonable endeavours to make good the shortage as soon as reasonably possible.
(c) Any claim by the Buyer which is based on any defect in the qualities or condition of the Products or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 days from the date of delivery if delivery is refused and the Buyer does not notify the Seller within the said period the Buyer shall not be entitled to reject the Product and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the products had been delivered in accordance with the Contract.
(d) Where a valid claim in respect of any or all of the Products which is based on any defect in the quality or condition of the Products or their failure to meet specifications is noted to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Products free of charge or, at the Seller's sole scretion, refund to the buyer the price of the Products, but the Seller shall have no further liability to the Buyer.
12. Force Majeure
Should delivery of any or all of the Products sold or agreed to be sold prevented or delayed by happenings or occurrences due to 'force majeure' (including but without limitation strikes, lockouts or other labour troubles, war, insurrection, riot, civil commotion, fire, accident to or breakdown of machinery delay in delivery of goods or materials by suppliers or other persons, government action and Act of God) or any other cause whatsoever outside the control of the Seller, the Seller reserves the right to cancel or suspend deliveries without prejudice to its rights to payment for any of the Products already delivered.
13. Terms of Payment
(1) (a) Time for payment shall be the essence of the Contract.
(b) Unless otherwise agreed in writing by the Seller the Seller's terms of payment are net and payment is to be made in full within 30 days of date of invoice.
(c) For the purpose of this Condition of payment shall be deemed to have been made when:
(i) in the case of payment in cash when the amount in question is paid over to the Seller or an authorised agent therefore; or
(ii) in the case of payment by cheque on the date on which the cheque is received at the Seller's offices (if subsequently cleared) or;
(iii) in the case of remittance by direct debit or bank giro transfer (with the prior approval of the Sellers accounts department) on the value date that amount is credited to the Seller's account.
(d) All cheques should be made payable to the Seller and crossed 'A/C Payee Only'.
(e) In the case of the Products despatched Overseas payment shall be irrevocable letter or credit confirmed by a first class bank in the United Kingdom or carry straight on in any other manner which is agreed between the parties.
(2) (a) If the Buyer fails to comply with the Seller's terms of payment then:
(i) the Seller reserves the right to suspend forthwith or to cancel forthwith the supply to the Buyer of any further products; or
(ii) to refuse to supply any further Products unless the Buyer makes prior payment therefore in accordance with the provisions of this Condition without thereby incurring any liability whatsoever to the Buyer.
(b) The Seller reserves the right to charge interest at the rate of 1.5% per month on all invoices for which payment has not been made by the close of business of the twenty-nine day after the date of such invoice.
(c) The Seller shall be entitled to recover from the Buyer the full cost of all and any expenses incurred by the Seller in recovering any amounts due whether or not legal proceedings are instituted for such purpose.
14. Customers' Representations
The Buyer hereby agrees that is has no authority to make any comments representations or statements whatsoever as to the Products qualities or performance otherwise than as approved by the Seller in writing.
15. Damage to carpets or fabrics and Demonstrations
(a) Where the Product(s) supplied is/are of a type used for the protection of cleaning of fabrics or carpets the Buyer is hereby obliged to make a sample test of the Product on each carpet or fabric (as the case may be) strictly in accordance with the Seller's directions before applying the relevant Product to the rest of that particular carpet or fabric (as the case may be) and accordingly the Buyer shall only apply it to the rest of such carpet or fabric where no damage to such carpet or fabric whatsoever is occasioned by such sample test after a lapse of not less than 6 hours from the time of application.
(b) If the Buyer fails to comply with Condition 15a) above (or otherwise fails to comply in all respects with the Seller's instructions as to the application of the Products) the Seller shall not be liable for any claim loss damage or expenses whatsoever that the Buyer may directly or indirectly incur as a result of any damage or alleged damage to any item to which any Product is applied. Accordingly the Buyer accepts that it purchases the Product on the condition that it shall be responsible for all claims loss damage or expenses it may suffer as a result of demonstrating the Products to any third party.
16. Exaggerated Claims
Unless otherwise agreed in writing by the Seller the Buyer shall not by any act or omission render the Seller liable to claims made by third parties over and above the Seller's obligations as set out in the Seller's Guarantee. Accordingly the Buyer shall indemnify and keep indemnified the Seller against any loss damage or expenses incurred as a result of any claim made by any third party to the extent that the cost of any such loss damage or expense exceeds the cost that the Seller would otherwise incur as a result of its obligations under the Guarantee.
17. Employee's Liability
In making these Conditions the Seller does so both for itself and for and on behalf of every employee servant the agent of the Seller and the existence of a contract shall be conclusive evidence of the agreement of the Buyer that in the event of any loss or damage of any nature suffered by the Buyer by reason of the negligence or default of any employee servant or agent of the Seller any exemption of liability of the Seller given by these Conditions shall extend to every such employee servant or agent.
18. Waiver
The Seller shall not be deemed to have waived the protection of any of these Conditions by reason of any indulgence given to the Buyer whether as to time or otherwise or by reason of any undertaking of work for or any delivery of the Products to the Buyer whether undertaken or delivered with or without knowledge of the facts giving rise to a right to cease work and to cease making deliveries.
19. Warranties
All express or implied terms and conditions representations and warranties not stated in these Conditions and capable of exclusion (whether statutory or otherwise and whether as to description quality fitness or otherwise) are hereby excluded.
20. Notices
Any notice required or authorised to be given under these Conditions may be served by prepaid first class letter or by telegram or facsimile addressed to the last known place of business of the party upon whom it is served. Such notice shall be deemed to have been validly served if (in the case of notice sent by post) it is posted in a properly stamped and addressed envelope and shall be deemed to have been served on the date by which in the ordinary course of post it would have arrived and in the case of a notice sent by facsimile if it is transmitted during normal business hours for both the transmitter and the recipient it shall be deemed served on that date or in any other case on the next business day of the recipient after that of transmission.
21. Legal Construction
These conditions and any contract of which they form past shall be governed by and construed in all respects in accordance with English Law, and the Seller and the Buyer shall submit to jurisdiction of the English Courts.
Valspar Industries (UK) Ltd, 152 Milton Park, Abingdon, Oxfordshire, OX14 4SD
Tel: 01235 444754 Fax: 01235 832976
Registered in the UK No. 2360505
QAU67 issue 3 Mar 03
GENERAL CONDITIONS OF SALE (CONSUMERS)
These terms and conditions set out the basis on which you can visit and use our website. Please read them carefully as they contain important information.
General Terms and Conditions
This site is owned and operated by Valspar Industries (UK) Ltd (Valspar, “we” or “us”). Registered office 152 Milton Park, Abingdon, Oxfordshire, OX14 4SD. Registered number 2360505. If you want to ask us anything about these terms and conditions or have any comments or complaints on or about our website, please contact us.
Accuracy of Content
Valspar has taken every care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at time of publishing and all products have been fairly described. All prices are displayed exclusive of VAT. Packaging may vary from that shown.
Availability
All items are subject to availability. We will inform you as soon as possible if the goods you have ordered are not available.
Ordering Errors
You are able to correct errors on your order up to the point at which you click on ‘confirm order’ on the final page of our ordering process.
Acknowledgement and Acceptance of your Order
If you have supplied us with your email address we will notify you by email as soon as possible to confirm receipt of your order.
Cancellation Rights
Under the Distance Selling Regulations, UK consumers have the legal right to cancel their order within 7 working days of receipt of the goods.
Cancellations, Amendments and Returns
Once you have taken delivery of your order, you have a legal right to cancel your order within 7 days. The packaging may be opened but the goods should not be used. Items should be in a re-saleable condition and returned promptly at your cost.
Data Protection
Information about you (“Data”) will be held by Valspar Industries (UK) Limited (trading under the names FurniturePro, Guardsman, and Safeclean) and businesses owned or licensed by it (“Valspar”) for the purpose of providing you with the services you require. Data is held securely, and unless required to do so by law and subject to what is stated below, Valspar will not share such Data with any further third parties.
Valspar may use Data for the purposes of contacting you about its services and may share Data with other businesses for the purposes of providing you with the services you require; and such businesses may contact you about their own services.
If you do not wish to receive any information please contact us by email at salesuk@valspar.com or telephone 01235 444754
