Conditions of Sale
1.1 'Buyer' means the person who buys or agrees to buy the goods from the Seller
1.2 'Conditions' means the terms and conditions set out in this document
1.3 'Delivery Date' means the date specified by the Seller when the goods are to be delivered
1.4 'Goods' means the articles which the Buyer agrees to buy from the Seller
1.5 'Price' means the price for the goods excluding carriage, packing, insurance and VAT
1.6 'Seller' means Resource Gift Solutions Limited, Kelso Villa, Upper Bristol Road, Bath, BA1 3AU
2 Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyers acceptance of these Conditions.
2.4 The Seller shall use all reasonable endeavours to deliver the Goods ordered but the Seller reserves the right to supply up to a maximum of 10% over or under the order quantity if circumstances arise that they have no direct control over. In the event of such variation the Seller reserves the right to increase or decrease the price accordingly.
3 Price and Payment
3.1 The Price shall be the Sellers quoted price at the date of despatch. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Sellers invoice.
3.2 Payment of the Price and VAT shall be due 30 days from the date of invoice.
3.3 The Seller reserves the right to charge interest at 3% per month on accounts not settled within the Sellers terms of trading.
4 Delivery of the Goods
4.1 Delivery of the Goods shall be made to the Buyer's nominated address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4.2 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
4.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within two months of the Delivery Date.
5 Acceptance of the Goods
5.1 The Buyer shall be deemed to have accepted Goods 3 working days after delivery to the Buyer.
5.2 The Buyer must note any claim for short delivery and/or damage to Goods in transit on the delivery note. The Buyer should further confirm such claims in writing to the Seller within 3 working days of delivery.
5.3 Compliance with clause 5.2 shall be a condition precedent to any claim by the Buyer for short delivery and/or damaged Goods.
6 Title and risk
6.1 Risk shall pass on delivery of the Goods
6.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT in full.
6.3 Until property in the Goods passes to the Buyer in accordance with clause 6.2 the Buyer shall hold the Goods on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in the buyer's possession and marked in such a way that they are clearly identified as the Seller's property.
6.4 Notwithstanding that the Goods remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of business at full market value for the account of the Seller.
6.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
6.6 The Seller shall be entitled to recover the Price plus VAT notwithstanding that property in any of the Goods has not passed from the Seller.
7 Remedies of Buyer
7.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
7.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
7.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
7.4 The Seller shall not be liable in contract, tort, negligence or otherwise howsoever arising from any claim, damage, loss, costs or expenses (including legal expenses and disbursements) in respect of any loss of profits, turnover, revenue or any consequential loss or damage incurred by the Buyer, whether direct or indirect, or any loss special to the Buyer.
7.5 Subject to Clause 7.4, the aggregate liability of the Seller (whether in contract, tort, negligence or breach of statutory duty or otherwise) to the Buyer for any loss or damage shall be limited to the price of the Goods.
7.6 The Seller shall not be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond its reasonable control.
8 Proper law of contract
This contract is subject to the law of England and Wales (2007)