Delivery and Returns
1. Delivery and Returns
1.1 The Supplier shall ensure that:
1.1.1 Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers of the Customer and the Supplier, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
1.1.2 If the Supplier requires the Customer to return any packaging materials to the Supplier (including returnable containers and/or pallets), that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. The cost of collection of the Goods shall be borne by the Supplier save that the Supplier shall be entitled to invoice the Customer for any packaging materials that are not made available for collection by the Customer within 7 days of delivery of the Goods to which the packaging materials relate and/or to invoice the Customer the Supplier’s reasonable collection costs in the event of any delay caused by the Customer in making the packaging materials available for collection.
1.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier determines that the Goods are ready for delivery unless arrangements have been agreed with the Customer for the collection by the Customer of such Goods. Any delivery charges will be as specified in the Catalogue, in any Contract and/or as notified to the Customer from time to time and will be payable in full by the Customer in addition to the price of the Goods set out in the Contract.
1.3 The Customer agrees that the Supplier shall be entitled to deliver the Goods without prior notification to the Customer on any Business Day between the hours of 8.00am and 5.30pm. Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location. The Customer shall provide the Supplier with adequate delivery instructions, delivery access or any other instructions that are relevant to the supply of the Goods.
1.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
1.5 If the Supplier fails or is unable to supply and deliver the whole or any part of the Goods within 180 days of the date of the Contract, it shall (if in its sole opinion it is able) offer the Customer a reasonably suitable alternative in respect of the Goods that it is unable to supply and/or notify the Customer of the Goods that it cannot supply. If the Customer notifies the Supplier within 5 Business Days that it does not accept the alternative goods, or if no alternative goods are available, the Customer shall be entitled to cancel that part of the Order only that relates to the specific Goods that cannot be supplied or delivered by the Supplier. In respect of the offer of alternative Goods, if the Customer does not notify the Supplier within 5 Business Days that it does not wish to accept the alternative Goods it shall be deemed to have accepted the offer of them. Provided that the Supplier notifies the Customer as aforesaid, the Supplier shall have no liability to the Customer whatsoever arising out of any failure to supply and deliver any Goods.
1.6 If the Customer fails to take delivery of the Goods on the date of attempted delivery of them, then, except where such failure or delay is caused by a Force Majeure Event or the failure of the Supplier to comply with its obligations under the Contract: 1.6.1 Delivery of the Goods shall be deemed to have been completed on the day on which the Supplier attempted to deliver them; and 1.6.2 The Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
1.7 If 20 Business Days after the day on which the Supplier first attempted to deliver the Goods to the Customer the Customer has not taken delivery of them, the Customer irrevocably agrees that the Supplier may resell or otherwise dispose of part or all of the Goods (including (i) any Goods that contain any logos, designs and/or other trademarks of the Customer and/or (ii) any Goods that have been modified or made to the bespoke specifications of the Customer) and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
1.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
1.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
1.10 The Customer is responsible for checking and inspecting the Goods delivered and ensuring that all Goods listed on the delivery note have been delivered free from any damage caused in transit. Unless the Customer notifies the Supplier within 3 days of the date of delivery of Goods of any Goods which it claims are missing and/or have been damaged during transit, the Supplier shall have no liability to the Customer on any account whatsoever in respect of any missing and/or damaged Goods.
1.11 Subject to clause 5.2.3, the Customer shall not be entitled to return any Goods to the Supplier (for example in circumstances where the Customer has ordered in excess of its actual requirements) unless agreed in writing with the Supplier and subject to such terms and conditions as to the return of such Goods as the Supplier shall stipulate in its sole discretion from time to time.
1.12 The Supplier will not accept the return of any Goods where:
1.12.1 Those Goods are not contained within the Supplier’s standard catalogue lines at the date of the proposed return; 1.12.2 Such Goods are not within their original packaging; 1.12.3 Such Goods are damaged and/or not in a saleable condition.
1.13 Without limiting the Supplier’s right to stipulate the terms and conditions that will apply to the return of any Goods to it by the Customer pursuant to clause 4.11 and subject to the provisions of clause 4.12, the following general provisions will apply to all Goods that the Supplier agrees in writing may be returned (Returned Goods):
1.13.1 The Supplier will issue a return goods return note (GRN) in respect of the Returned Goods;
1.13.2 The Returned Goods will be returned to the Supplier at the cost and risk of the Customer;
1.13.3 The Customer will indemnify the Supplier in full against any damage and/or loss caused to the Returned Goods;
1.13.4 If the Returned Goods have not been paid for at the point of return, the Supplier shall be entitled (at the Supplier’s sole discretion) to invoice the Customer a restocking charge of up to 40% of the invoice value of the Returned Goods (less any applicable VAT);
1.13.5 If the Returned Goods have been paid for in full at the point of return, the Supplier will (at the Supplier’s sole discretion) issue a credit note to the Customer (and not for the avoidance of doubt any cash refund) of not less than 60% of the invoice value of the Returned Goods only (less any applicable VAT), such credit note to be valid for a period of 6 months from its date of issue;
1.13.6 Title in the Returned Goods shall (if title has already passed to the Customer pursuant to these Conditions) pass from the Customer to the Supplier upon delivery to the Supplier of the Returned Goods;
1.13.7 The Returned Goods must be returned undamaged in their original packaging.
1.14 The Supplier reserves the right in its sole discretion to reject any Returned Goods and require the Customer to arrange for collection of the same (at the Customer’s cost). If the Customer fails to collect the same within 28 days of the Supplier’s request, the Customer will remain liable to pay the full cost of such Returned Goods and the Supplier shall be entitled to re-sell such Returned Goods without further recourse or compensation payable of whatever nature to the Customer.
2.1 The supplier warrants that on delivery, and for a period of 12 months from the date of delivery, (warranty period) the Goods shall:
2.1.1 Conform in all material respects with their description and any applicable Specification;
2.1.2 Be free from material defects in design, material and workmanship;
2.1.3 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
2.1.4 Be fit for any purpose held out by the Supplier. 2.2 Subject to clause 5.3, if:
2.2 The Customer gives notice in writing to the Supplier during the warranty period and within 5 Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
2.2.1 The Supplier is given a reasonable opportunity of examining such Goods; and
2.2.2 The Customer (if asked to do so by the Supplier) returns such Goods to the place of business of the Supplier at the cost of the Customer, The Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 2.3 The Supplier shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1 in any of the following events:
2.3 The Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; or
2.3.1 The defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or
2.3.2 The defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer; or
2.3.3 The Customer alters or repairs such Goods without the written consent of the Supplier; or
2.3.4 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
2.3.5 The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
2.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 5.1.
2.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
2.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.