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GLENDALE (UK) Limited – TERMS AND CONDITIONS OF TRADE

1. DEFINITIONS
“The Firm” means Glendale Interiors. “The Customer” means the person who has contracted with the Firm for the purchase of goods. These conditions do not apply to contracts under which goods are exported outside the United Kingdom.

2. QUOTATIONS
Quotations are valid for 30 days from the date and issue and customers’ orders are not deemed accepted until written or other confirmation of their receipt by the Firm is given. Once an order has been accepted, it can only be cancelled with the written consent of the Firm and on payment by the Customer to the Firm of any sums which the Firm may have incurred in connection with the order with a minimum cancellation charge of 25% of the order value.

3. PRICE LISTS AND PRICES
(a) All printed prices lists issued by the Firm are intended only for the person to whom they are given, with the request that they should not fall into other hands. All printed price lists issued by the Firm are subject to alterations by the Firm at any time without notice. All previous lists are cancelled.
(b) Goods will be charged at the price ruling at the date of despatch except for bona fide contract orders accepted by the Firm at a fixed price when they were placed.
(c) The prices given in all quotations, specifications or contracts are based on the full quantities shown therein and the Firm reserves the right to revise prices in the event of the quantities or the nature of the order being altered.

4. ACCEPTANCE OF ORDERS
Nothing in the printed price list shall be deemed to constitute an offer and the Firm reserves the right to refuse or accept any order. The acceptance of an order by the Firm will create a Contract of which these terms and conditions shall form part.

5. V.A.T.
Prices quoted do not include V.A.T. which will be an additional charge payable by the Customer and calculated at the rate applicable at the date of supply.

6. TERMS OF PAYMENT
(a) Payment is due within 30 days of the end of the month on which the goods are invoiced. (Hereinafter called “the due date”).
(b) If the Customer fails to make payment in full on the due date then (without prejudice to any other rights of the Firm):
(i) The Firm shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Customer and in
(i) Such event, the Customer shall not in any respect be released from his obligations to the Firm under that or any such other contract
(ii) Instead of suspension in accordance with paragraph (i) above, the Firm shall be entitled to terminate the relevant contract or any
(ii) Other contract with the Customer in accordance with condition 7 below and to claim damages from the Customer.
(c) Interest will be charged at the rate of 2 ½% per month on accounts which remain unpaid thirty days after the due date.
(d) A Customer shall not be entitled to withhold payment of any amount payable under a contract with the Firm because of a disputed claim of any nature, nor shall the Customer be entitled to set off against any amount payable under the contract to the Firm, any monies which are not then presently payable by the Firm or for which the Firm disputes liability.

7. TERMINATION OF CONTRACT
(i) The Firm may without prejudice to the Customer terminate any contract forthwith if:
(a) The customer shall commit any breach of any of the terms (including without limitation terms concerning the time for payment of (a) the purchase price) of this or any other contract with the Firm and on its part to be observed or performed PROVIDED always that
(a) If such a breach is remediable the Contract shall not be determined until seven days after the Customer shall have failed to comply with
(a) Written notice requiring him to remedy such breach.
(b) Upon the commencement of any act or proceedings in which the Customer’s solvency is involved.
(iii) The Customer shall have a right to terminate the contract without prejudice if the Firm shall call a meeting of its creditors or have a Receiver of all or any of its assets appointed or enter into liquidation.

8. CARRIAGE
Goods forwarded under special despatch arrangements made at the Customer’s request will be subject to a carriage charge.

9. DESPATCH AND DELIVERY
(a) Whilst the Firm will use all reasonable endeavours to keep any stated despatch or delivery date, it accepts no liability whatsoever for any loss or damage resulting from delay however the same shall have been caused.
(b) Where contracts provide for single deliveries at unspecified dates, the Firm shall deliver the goods as they are available. If the Customer shall fail to take delivery at that time, the Firm shall not afterwards be bound to make any further delivery.
(c) Save as regards to the provisions as to payment in condition 6 above each delivery shall constitute a separate contract and failure or defect in one delivery shall not affect in any way the contract as to each remaining delivery.
(d) Where previously arranged delivery dates have been agreed, then in the event of failure on the Customer’s part to accept delivery on any of such dates the Firm shall not afterwards be bound to repeat such deliveries.
(e) Notwithstanding sub-clauses (b) and (d) above, if the Firm decides either at the Customer’s request or on its own initiative to store the goods until such time as the Customer is ready to take delivery thereof, then the Customer shall be liable to pay the Firm it’s reasonable storage charge together with the costs of re-delivery and of all extra loading and unloading costs caused by the Customer’s failure to take delivery on the due date. Such goods will be held in stock at the Customer’s own risk.

10. CLAIMS AND RETURNS
The Firm will not accept the return of any goods unless such return has received the prior approval of the Firm. The Firm’s liability for defective goods will be limited to replacement value as set out in Condition 15 and no claims will be considered for labour or other charges in connection with installation or removal.

11. DAMAGE OR LOSS IN TRANSIT
The Firm will not consider any claims for damage or loss in connection with non-delivery or damage to or shortage of goods unless it is advised with confirmation in writing within three working days of receipt of the goods.

12. RETENTION OF TITLE AND OTHER MATTERS INCLUDING AGENCY AND TRUSTEESHIP OF THE CUSTOMER
(a) All goods shall be at the risk of the Customer as soon as they have been delivered to the Customer’s premises or his vehicle or otherwise to his order or (if earlier) as soon as the Customer has been notified that they are ready for delivery.
(b) Title to all goods shall not pass to the Customer until the Firm has received payment in full (in cash or cleared funds) for:-
(i) The goods that are the subject of this order; and
(ii) Any other goods or services that the Firm has supplied to the customer.
(c) The Customer specifically acknowledges and undertakes that he shall possess any goods of which he shall be in possession solely as bailee for the Firm until such time as the Firm shall have been paid the full price thereof inclusive of V.A.T.
(d) Until such time as the Customer becomes the owner of the goods in accordance with these conditions, he will store them on his premises as distinct from his own goods and those of any other person and in a manner which makes them readily identifiable as the goods of the Firm.
(e) (i) Subject to the provisions of paragraph (b) of this sub-clause, the Firm may at any time recover possessions of any goods, the property in which shall not have passed from the Firm under these conditions, and for that purpose the Customer (so far as it may be entitled so to do) licences the Firm, its servants or agents to enter any premises where they shall be stored or situated or may be reasonably thought to be stored or situated.
(ii) The right to recover possession conveyed by paragraph (i) above shall arise only upon commencement of any act or proceedings in which the Customer’s solvency is involved or upon the expiration of 24 hours’ written notice by the Firm to the Customer that the right conferred by condition 12(e) shall then arise.
(iii) The exercise of the right conferred by this sub-clause shall be without prejudice to all other rights which the Firm may have against the Customer.
(f) (i) Subject to the terms hereof, the Customer is hereby licensed by the Firm to sell or supply and to agree to sell or supply (but only in the ordinary and bona fide course of the Customer’s business) goods, the property in which shall not have passed from the Firm under these conditions, PROVIDED ALWAYS THAT, and as the Customer HEREBY SPECIFICALLY UNDERTAKES, any such sale or supply and any agreement therefore shall be made as agents (although the Customer shall not be expressed to be and shall not hold himself out as such) and bailees for the Firm, whether the Customer sells or supplies as on his own account or not and the entire proceeds of such sale or supply shall be held IN TRUST for the Firm.
(ii) The Customer shall, if and when called upon so to do by the Firm and within seven days thereafter (time being hereby expressly agreed and declared to be of the essence), assign to the Firm absolutely all contractual or other rights to payment or of whatsoever other nature which the Customer may have against the person or persons to whom he has made any such sale or supply as aforesaid and arising out of or concerned with such sale or supply.
(g) For the avoidance of any doubt, it is agreed and declared that references herein to the masculine shall include the feminine and (in the case of a company or other artificial person at law) the neuter and the singular shall include the plural.

13. COMPLAINTS
The Customer shall inspect the goods immediately upon delivery. The Customer shall give to the Firm immediate written notice of any claim that any of the goods are not of merchantable quality and the Customer’s failure to give notice of any claim within 14 days from the date of advice of despatch or delivery shall constitute an unqualified acceptance of such goods by the Customer. Slight imperfections in colour or appearance are not to be subject of complaint.

14. FORCE MAJEURE
The performance of all contracts is subject to any act of God, War, Strike, Lock-out, Fire, Flood, Drought, Tempest or any other cause beyond the control of the Firm and the Firm shall not be held responsible for failure to deliver or comply with a contract due to any such contingency.

15. LIABILITY
The Liability of the Firm under this Contract shall be limited to the replacement value of any goods agreed by the Firm to be defective. Goods agreed by the Firm as defective will be replaced free of charge as originally ordered or, at the Firm’s option, appropriate credit will be given provided that notice of any such defect shall have been given in accordance with these conditions. The foregoing is given in lieu of all conditions or warranties of every kind whether express or implied by law or otherwise all of which are hereby expressly excluded and no liability is accepted for damage or loss of any kind whether caused by negligence or otherwise and whether direct or consequential. The Firm shall be under no liability whatsoever in respect of any loss or damage to third parties caused directly or indirectly by the goods or arising by reason of their use and the Customer shall at all times indemnify the Firm against such loss or damage.

16. WAIVER
No waiver by the Firm (express or implied) of any of these Conditions in relation to any contract made with the Customer shall prevent the Firm from enforcing or relying on these conditions in full in any subsequent contract made with the Customer.

17. SEVERANCE
(a) If any court or competent authority finds that any provision of these conditions (or any part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions of these conditions shall not be affected.
(b) If any invalid, unenforceable or illegal provision of these conditions would be valid enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.