HUNTER STOVES LIMITED CONDITIONS OF SALE
1.1 In these conditions unless the context otherwise requires, the following expressions have the following meanings:
“Conditions” means the standard conditions for the sale of Products from the Company to the Dealer set out in this document including any special terms agreed in writing between the Company and the Dealer.
“the Contract” means a contract for the sale by the Company to the Dealer of Products subject to the Conditions.
“the Company” means Hunter Stoves Limited (company number 3150096).
“the Dealer” means the Company authorised dealer who accepts a written or oral quotation of the Company for the sale of the Products or whose order for the products is accepted by the Company on the terms of the Contract.
“the Price” means the price of the Products (and any services to be provided under the Contract).
“the Products” means any products forming the subject matter of the Contract including parts and components of or materials incorporated in them.
“the Trade Mark” means the name “Hunter Stoves” or any other trade mark of the Company together with its associated brand logos owned by the Company whether registered or unregistered.
2. FORMATION OF CONTRACT
2.1 The Company shall sell, and the Dealer shall purchase, the Products to the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or liable to be sued, under the Contract.
2.2 The Company shall sell and the Dealer shall Purchase the Products in accordance with these Conditions. The Dealer acknowledges that it is aware of the contents of these Conditions and agrees that these Conditions shall prevail over all (if any) terms or conditions contained or referred to in the Dealer’s order (if any) or in any correspondence or implied by trade, custom, practice or in the course of dealings.
2.3 No Contract shall come into existence until the earliest of the Company’s quotation being accepted by the Dealer or the Dealer’s order being accepted by the Company.
2.4 No variations or amendments to this Contract or the Conditions shall be binding on the Company unless confirmed by it in writing.
3. PRICE AND PAYMENT
3.1 All invoices are payable without discount of any kind within 30 days of the date of the Company’s invoice and in no circumstances shall the Dealer be entitled to make a deduction or withhold payment for any reason at all.
3.2 The Price of the Products shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s price list current at the date of the formation of the Contract. The Price is exclusive of Value Added Tax, which shall be paid by the Dealer at the rate prescribed by law.
3.3 The Company reserves the right to adjust the Price of the Products to reflect any increase in the cost to the Company which is due to any factor beyond the Company’s control (such as, without limitation, any foreign exchange fluctuation, increase in the cost of third party products) alteration of duties, significant increase in the cost of labour, materials or other cost of manufacture) any change in delivery dates, quantities or specification for the Products which is requested by the Dealer, or any delay caused by the instructions of the Dealer or failure of the Dealer to give the Company adequate information or instructions.
3.4 In the event that the Dealer orders incorrect Product(s) from the Company and requests them to the returned, the Company reserves the right to charge the Dealer a reasonable restocking fee and collection charge for such returned Products.
3.5 Except for export sales all Prices include delivery charges.
3.6 Time for payment shall be of the essence of the Contract. If any sum payable under the Contract is not paid on the due date then, without limiting any other right of remedy available to the Company, the Company may cancel the Contract with the Dealer or suspend any further deliveries to the Dealer and/or charge the Dealer interest (both before and after any judgement) on the amount unpaid at the rate of 8% per annum above the Nat West Bank Plc base rate in force until payment is made in full. Such interest shall be paid on demand. In addition, any discount given to the Dealer may be withdrawn.
3.7 The Company may appropriate any payment made by the Dealer to such of the Products (or products supplied under any other contract between the Company and the Dealer) as the Company may think fit.
4. OWNERSHIP AND RISK
4.1 Ownership of the Products (including the legal and beneficial title) shall remain with the Company until the Company has received cleared funds in respect the full Price and any other sums, which may be due under the Contract or under any other contract between the Company and the Dealer.
4.2 The Dealer shall be entitled to deal with the Product in the ordinary course of its business provided that any alternation or processes applied to the Products shall not affect the Company’s ownership of the Products.
4.3 Until ownership of the Products passes to the Dealer, the Dealer shall keep the Products at its own premises properly stored, protected and insured against all reasonable risks and separate from any other goods and in such a way that they are readily identifiable as belonging to the Company.
4.4 The Company shall be entitled at any time before ownership passes (without being liable for any damage caused) to use or sell any of the Products and so terminate (without any liability to the Dealer) the Dealer’s right to use, sell or otherwise deal in the Products and for that purpose (or determining which Products are held by the Dealer and inspecting them) to enter any premises of the Dealer or third party.
4.5 The Company reserves the right to repossess any Products in which the Company retains title without notice. The Dealer irrevocably authorises the Company to enter the Dealer’s premises for the purpose of repossessing the Products in which the Company retains title and inspecting the Products to ensure compliance with the storage and identification requirements of this Clause. For the avoidance of doubt, the Company is entitled to repossess any Products that it retains title over notwithstanding the fact that the amounts due may relate to other Products supplied to the Dealer by the Company.
4.6 Until ownership passes to the Dealer the entire proceeds of sale of the Products shall be held in trust for the Company and shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s money. The Dealer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Company’s behalf are identified as such.
4.7 The Company shall be entitled to maintain an action for the price of the Products notwithstanding that ownership in them has not passed to the Dealer.
4.8 The Dealer shall not be entitled to mortgage or charge any of the Products which remain under the ownership of the Company but if the Dealer does so, all monies owing to the Company shall immediately become payable.
4.9 Subject to clause 5 .5 below, all risk in the Products shall pass to the Dealer when the Products are delivered to the Dealer or it’s agent.
4.10 The Dealers right to possession of the Products in which the Company maintains legal and beneficial title shall terminate if:
• the Dealer commits or permits any material breach of his obligations under these Conditions;
• the Dealer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
• the Dealer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
• the Dealer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Dealer, notice of intention to appoint an administrator is given by the Dealer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Dealer or for the granting of an administration order in respect of the Dealer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Dealer.
5.1 The Products are delivered to the Dealer when the Company makes them available to the Dealer or its agent or any other (who shall be the Dealer’s agent whoever pays its charges) at the Dealer’s premises or other delivery point agreed by the Company and the Dealer.
5.2 The Company may at its discretion deliver the Products by instalments in any sequence.
5.3 Where the Products are delivered by instalments, each instalment shall be deemed to be the subject of a separate contract and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract.
5.4 Any dates quoted by the Company for the delivery of the Products are approximate only and shall not form part of the Contract and the Dealer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates. Notwithstanding the forgoing, the Company will use all reasonable endeavours to adhere to any quoted delivery dates.
5.5 If the Dealer fails to take delivery of the products on the due date or fails to provide any instructions or documents required to enable the Products to be delivered on the due date, the Company shall be entitled, upon giving written notice to the Dealer, to store or arrange for storage of the Products, and then risk in the Products shall pass to the Dealer, delivery shall be deemed to have taken place and the Dealer shall pay to the Company all costs and expenses including storage and insurance charges arising.
5.6 The Dealer shall be solely responsible for the proper unloading of the Products. If, to assist the Dealer in the unloading of the Products at the Delivery Location, the Company or any sub-contractor does any loading or unloading of Products, no liability whatsoever shall thereby be incurred by the Company or any sub-contractor and the Dealer shall indemnify the Customer in respect thereof.
6. TRADE MARK
6.1 The Company hereby grants to the Dealer the non-exclusive revocable right to use the Trade Mark in the promotion, advertisement and sale of the Products, subject to, and for the duration of, the Contract. The Dealer shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Mark granted under the Contract and shall not do anything which may affect the validity of the Trade Mark.
6.2 Any entitlement for the Dealer to use the Trade Mark shall cease immediately on termination of the Contract.
7. DEALER OBLIGATIONS
7.1 The Dealer undertakes to take all reasonable steps to check for obvious signs of damage to Products or packaging on delivery and to ensure that any delivery receipts are marked accordingly in the event of signs of damage and to raise a dispute over any invoice issued to it within 14 days of issue. Save in the case of manifest error by the Company, the Dealer shall be deemed to have waived its right to dispute the invoice in the event that no written advice of any discrepancy or purported error has been received by the Company within 14 days of the invoice.
7.2 The Dealer further undertakes:
a) To make its customers aware of the current terms of the manufacturer warranty provided by the Company in relation to the Products;
b) To provide a professional after sales service to its own customers to whom it sells Products, including sales made over the internet where sales are made outside the Dealer’s location;
c) To handle warranty claims on behalf of the Company and to notify the Company in advance of any anticipated significant costs associated with such claims or potential replacement of Products which it expects the Company to reimburse.
8.1 The Company warrants that the Products will be free from defects in material and workmanship for a period of 12 months from the date of delivery. An extended warranty will be available for 2 years from date of delivery SUBJECT TO Products being serviced on each anniversary of installation by a suitably qualified person. A 5 year warranty is issued on cast iron doors, subject to annual service. The extended warranty excludes naturally wearing consumable parts and further details are available from the Company or via its website at www.hunterstoves.co.uk.
8.2 The warranty given by the Company is unavailable where:
a) The defect arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alternation or repair of the Products without the Company’s approval;
b) Where the Price has not been paid by the due date;
c) The Products have not been installed by a registered Corgi, HETAS, OFTEC or other similarly qualified installer; or
d) Where the defect appears in materials or equipment not manufactured by the Company when the Dealer shall only be entitled to the benefit of any warranty or guarantee given by the manufacture to the Company;
8.3 The Company does not give any warranty that the products are fit for any particular purpose and the warranty given is in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.
8.4 Where the defect would be apparent on inspection, the Dealer must notify the Company in writing of the defect within seven days of delivery. For all other defects, notification must be made within a reasonable time after discovery of the defect. The Dealer shall not be entitled to withhold payment of the Price whilst any claim is being investigated by the Company.
8.5 Where no such notification is received, the Products shall be deemed to have been accepted by the Dealer in good condition and in accordance with the Contract.
8.6 Subject to the Dealer’s obligations under clause 7 above, where a valid claim under the warranty is notified to the Company in accordance with this condition, the Company may replace the Products (or the parts in question) free of charge or, at the Com pany’s sole discretion, refund to the Dealer the Price (or a proportionate of the Price) in which case the Company shall have no further liability to the Dealer.
8.7 Products replaced under the warranty are subject to the original 12 month warranty period and do not obtain a new warranty period merely by virtue of having been supplied by the Company under its warranty obligations.
8.8 Ownership of the Products and/or any faulty or defective parts shall revert to the Company upon replacement.
9.1 Except in respect of injury to or death of any person (for which no limit applies) the liability of the Company under the Contract in respect of each event or series of connected events shall not exceed the Price.
9.2 Notwithstanding anything else contained in the Contract, the Company shall not be liable to the Dealer for loss of profits or revenue, loss of market or contracts, any indirect or consequential loss or loss avoidable by the Dealer through reasonable conduct or delay.
10. FORCE MAJEURE- Neither party shall be liable for any delay in performing any of its obligations under the Contract if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
11. INSOLVENCY- If the Dealer makes any voluntary arrangement with its creditors, becomes bankrupt or if the Company reasonably apprehends that such event is about to occur and notifies the Dealer accordingly, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract and to suspend any further deliveries under the Contract, and if the Products have been delivered but not paid for, the Price shall become immediately due notwithstanding any previous agreement or arrangement to the contrary.
12. WAIVER – No waiver by the Company of any breach of the Contract by the Dealer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13. ENTIRE AGREEMENT – these Conditions supersede all prior agreements, arrangements and understandings between these parties and constitute the entire agreement relating to the sale and purchase of Products.
14.1 Subject to paragraph 14.1 below, the Contract shall continue indefinitely until terminated by either party giving at least 1 months' prior written notice to the other.
14.2 The Company may give notice in writing to the Dealer terminating the Contract immediately if the Dealer commits a material breach of these Conditions which for the avoidance of doubt includes non-payment of invoices due to the Company on or before the due date for payment.
14.3 On termination the Company reserves the right to repurchase any Products delivered to the Dealer which are unsold at the price supplied with the cost of carriage being borne by the Dealer. The Company shall be under no obligation to accept the return of unsold Products.
15. ASSIGNMENT – The Dealer may not cancel, assign or in any way part with the benefit of the Contract.
The Company may assign the Contract or any part of it to any person, firm or company without the prior consent of the Dealer.
16. NOTICES – All notices which are required to be given under these Conditions shall be in writing and shall be sent to the address of the recipient as set out in the Contract or such other address as the recipient may designate by notice given in accordance with the provisions of the this condition.
Failing any address being so set out or designated, such notices shall be sent to the recipient’s Registered Office. Any such notice may be delivered personally or by first class pre-paid letter, e-mail or facsimile transmission and shall be deemed to have been served, if by hand, when delivered, if by first class post, 48 hours after posting and if by e-mail or facsimile transmission, when dispatched.
17. SEVERANCE – If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions, and the remainder of the provisions in question shall remain unaffected and binding on the Dealer.
18. HEADINGS - The headings to the clauses of these Conditions are for ease of reference only and shall not affect the interpretation or construction of the contract.
19. LAW – The Contract shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.