Terms & Conditions
DEFINITION & INTERPRETATION |
| 1.1 In these Conditions the following words shall have the following meanings: (a) “Conditions” means these terms and conditions of sale; (b) “Contract” means a contract for the Sale of Goods made by or on behalf of the Supplier with a Customer in accordance with these Conditions; (c) “Credit Agreement” means the credit agreement made between the Supplier and the Customer in accordance with the Supplier’s credit account terms and conditions, in force from time to time; (d) “Customer” means a person to whom the Supplier supplies or is to supply Goods pursuant to a Contract; (e) “Goods” means the goods that the Supplier supplies pursuant to a Contract (including, without limitation, any part or parts of them); (f) “Intellectual Property” means any intellectual or industrial property rights of any nature including, without limitation, all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; (g) “Order” means an order in writing for the Goods received by the Supplier from the Customer; (h) “Supplier” means Lioncroft Wholesale Limited a company incorporated in England and Wales (company number 12363134) whose registered office is at Lioncroft Wholesale Limited, Upper Thomas Street, Aston, Birmingham B6 5AD; and (i) “Working Day” means any day from Monday to Friday (inclusive) that is not Christmas Day, Good Friday or a bank or public holiday in England. 1.2 In these Conditions (unless the context otherwise requires): (a) construction of these Conditions shall ignore the headings (all of which are for reference only); and (b) any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision. |
APPLICATION |
| 2.1 These Conditions shall govern and be incorporated into every Contract, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence, Order, documentation submitted by the Customer or elsewhere or implied by custom, practice or course of dealing. 2.2 These Conditions apply only to customers buying Goods in the course of their business. The Customer may not purchase Goods from the Supplier other than in the course of its business and by becoming a member of the Supplier’s cash and carry and by purchasing Goods the Customer warrants it is purchasing the Goods in the course of its business. 2.3 The Customer’s acceptance of delivery of the Goods or collection of the Goods by the Customer (if collected at the time of purchase) shall (without prejudice to Condition 3 or any other manner in which acceptance of these Conditions may be evidenced) constitute unqualified acceptance of these Conditions. |
ACCEPTANCE |
| 3.1 The Supplier reserves the right to refuse to sell any Goods, limit the quantities of Goods to be sold and withdraw or revise a quotation at any time prior to it accepting an Order. 3.2 The Supplier’s acceptance of any Order shall be effective only where Goods are put through the till by the Supplier at the Supplier’s premises. |
DELIVERY |
| 4.1 The Supplier will have fulfilled its contractual obligations in respect of each delivery of Goods provided that the quantity actually delivered is not more than fifteen per cent (15%) more or less than the quantity specified in the Contract. 4.2 The Supplier will deliver the Goods at the Supplier’s premises unless otherwise stipulated or agreed by the Supplier. The Supplier will make an additional charge for delivery other than at its premises. 4.3 Where Goods are to be delivered rather than collected by the Customer at the time of purchase: (a) the dates mentioned in any quotation, correspondence, Order or elsewhere for delivery of the Goods are approximate only and time for delivery is not of the essence and shall not be made so by the service of any notice. If no dates are so specified, delivery will be within a reasonable time. The Supplier accepts no liability for failure to deliver on or by a particular date or dates; and (b) the Goods shall be delivered, to such location as specified in the Order or such other location as the parties may agree, at any time after the Supplier gives the Customer notice that the Goods are ready for delivery. 4.4 Unless otherwise stated by the Supplier in writing, the Customer is solely responsible for loading and/or unloading the Goods (as appropriate) at the point of delivery and the Customer will provide (at its sole cost) adequate and appropriate equipment and manual labour for loading and/or unloading the Goods (as appropriate) at the location for delivery. 4.5 Delivery of the Goods shall be complete when the Goods have been loaded at the location for delivery as confirmed by the Supplier. 4.6 The delivery of any consignment of Goods as recorded by the Supplier upon despatch from the Supplier and detailed in the Supplier’s invoice shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary. 4.7 If the Customer refuses or fails to take delivery of Goods delivered in accordance with a Contract or fails to take any action necessary on its part for delivery of the Goods, the Supplier is entitled to terminate the Contract with immediate effect, dispose of the Goods as the Supplier may determine and to recover from the Customer any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs from the due date of delivery). 4.8 The Supplier may effect delivery in one or more instalments if delivery is effected in instalments, each instalment shall be treated as a separate Contract. |
RISK & TITLE |
| 5.1 Risk for the Goods passes on delivery or collection but title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) remains with the Supplier until the Customer pays to the Supplier the agreed price for the Goods (together with any accrued interest at the rate specified in Condition 7.4) and all other amounts owed by the Customer to the Supplier in respect of any other goods or agreement. 5.2 Until title to the Goods passes to the Customer under Condition 5.1, the Customer shall: (a) keep the Goods separately and readily identifiable as the property of the Supplier; (b) not attach the Goods to real property, and (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods. 5.3 If the Customer resells any Goods in which title has not passed to the Customer such resale shall (as between the Supplier and the Customer only) be made by the Customer as agent for the Supplier. 5.4 At any time before title to the Goods passes to the Customer (whether or not any payment to the Supplier is then overdue or the Customer is otherwise in breach of any obligation to the Supplier) the Supplier may (without prejudice to any other of its rights): (a) retake possession of all or part of the Goods and enter any premises for that purpose (or authorise others to do so) and the Customer hereby grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them; and (b) require delivery up to it of all or any part of the Goods. 5.5 The Supplier may at any time appropriate sums received from the Customer as it thinks fit notwithstanding any purported appropriation by the Customer. 5.6 From the time of delivery until title in the Goods passes to the Customer in accordance with Condition 5 of the Customer shall insure the Goods for their full value with a reputable insurer and, if the Supplier so requests, ensure that the Supplier's name is noted on the insurance policy. Until title in the Goods passes to the Customer, the Customer shall hold the proceeds of any claim or such insurance policy on trust for the Supplier and shall immediately account to the Supplier with the proceeds. |
PRICE |
| 6.1 The price for the Goods to be paid the Customer to the Supplier shall be the shelf price displayed by the Supplier at the time at purchase or such other price as the Supplier, in its absolute discretion, shall decide to charge. 6.2 The Supplier may at any time withdraw any discount from its normal prices and/or revise prices to take account of increases in costs including, without limitation, the cost of any manufacturer's increases, goods, raw, materials, transport labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates. 6.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to: packaging, loading, unloading, carriage and insurance; all of which amounts (if applicable) the Customer shall pay in addition when it is due to pay tor the Goods. |
PAYMENT |
| 7.1 The Customer shall make all payments due to the Supplier under any Contract as directed by the Supplier in its absolute discretion at the time the Order is accepted by the Supplier. This may be: (a) in cash, credit or debit card or by cheque at the time of purchase; or (b) in accordance with the separate Credit Agreement between the parties. No payment shall be deemed to have been received until the Supplier has received cleared funds. 7.2 Time for payment shall be of the essence of a Contract and the Supplier reserves the right to suspend the provision of Goods to the Customer where any amounts are overdue under any Contract until all such amounts have been paid. 7.3 The Customer is not entitled to withhold payment of any amount due to the Supplier by way of any set-off, counterclaim, discount or abatement. 7.4 If the Customer fails to pay any amount due to the Supplier under any Contract on the due date, interest shall be added to such amount at the rate of five per cent (5%) over the base rate from time to time of HSBC Bank plc for the period from and including the date of receipt whether before or after judgment). 7.5 If the Customer provides a cheque that does not clear successfully, the Supplier may charge the Customer sixty pounds (£60) administration fee for each returned or failed payment. 7.6 It the Supplier has to visit the Customer's premises or a third party premises in order to collect any payment the Supplier may charge the Customer a £60 administration fee per visit (regardless of whether or not a visit is successful in recovering payment) plus the costs of any mileage incurred by the Supplier in attending the relevant premises. 7.7 The Customer hereby indemnifies and shall keep indemnified the Supplier against all costs (including legal costs) and expenses incurred by the Supplier in recovering any Goods (in accordance with Condition 5) or recovering payment from the Customer where such Goods are not paid for within the timescales set out in Condition 7.1. or exercising our rights including any administration fee incurred if we refer a payment dispute to our lawyers or collection agents. 7.8 If in the Supplier's view the Customer's credit-worthiness deteriorates before delivery of the Goods, the Supplier may require payment in full or in part of the price prior to delivery or the provision of security for payment by the Customer in such form as is acceptable to the Supplier. 7.9 The Supplier reserves the right to alter or withdraw at any time any credit allowed to the Customer. 7.10 The Supplier may offset any amount owing to it |
INTELLECTUAL PROPERTY |
| 8.1 The Customer acknowledges that the Supplier or the relevant third party licensor owns and reserves all rights in and to any Intellectual Property in the Goods and the Customer shall not acquire any right, title or interest in or to any Intellectual Property in the Goods or the relevant third party licensor. |
WARRANTY & LIABILITY |
| 9.1 The Supplier warrants that, subject to the other provisions of these Conditions, upon delivery the Goods will: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and (b) be reasonably fit for purpose. 9.2 Notwithstanding Condition 9.1 the Supplier is not liable for a defect in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use, in act, neglect or default of the Customer or a third party or any defect in the Goods 9.1 The Supplier warrants that, subject to the other provisions of these Conditions, upon delivery the Goods will: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and (b) be reasonably fit for purpose. 9.2 Notwithstanding Condition 9.1 the Supplier is not liable for a defect in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use, in act, neglect or default of the Customer or a third party or any defect in the Goods |
TERMINATION |
| 10.1 On or at any time after the occurrence of any of the events in Condition 10.2, the Supplier may exercise its rights under Condition 6.2 and elsewhere as set out in these Conditions, an in any applicable credit agreement, and/or terminate any Contract forthwith by giving notice to that effect to the Customer. 10.2 The events are: (a) the Customer being in breach of any obligation under a Contract or these Conditions; (b) a meeting being convened, a petition presented, an order made, an effective resolution passed, or notice given for the Customer’s winding up or dissolution (other than for the sole purpose of amalgamation and reconstruction); or (c) an application being made or resolved to be made by any meeting of the Customer’s directors or members, for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator being appointed; or (d) an encumbrancer taking possession, or a receiver or manager or administrative receiver being appointed, of the whole or any part of the Customer’s assets; or (e) the Customer ceasing or suspending payment of any of its debts or being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or (f) a proposal being made for a composition in satisfaction of the Customer’s debts or a scheme or arrangement of its affairs including without limitation, a voluntary arrangement within the meaning of part 1 of the Insolvency Act 1986; or (g) where the Customer is a sole trader, the making of a bankruptcy order against the Customer or death of the Customer. 10.3 On termination of a Contract pursuant to Condition 10.2(d) or 14.2, any indebtedness of the Customer to the Supplier shall become immediately due and payable and the Supplier is relieved of any further obligation to supply Goods to the Customer pursuant to that Contract. |
CONFIDENTIALITY & SPECIFICATIONS |
| 11.1 The Customer shall treat all product, customer or business information, drawings, designs and specifications submitted to it by the Supplier as confidential and shall not disclose it to any third party without the Supplier’s prior written consent or use it for any purpose except where authorised to do so by the Supplier. This Condition 11.1 does not apply to information that is required to be disclosed by law. 11.2 All specifications, advertising and other particulars of the Goods submitted by the Supplier are approximate only and the Supplier accepts no liability for any deviation from them, nor for any errors, omissions or other defects in any such materials and prepared by the Supplier. No such particulars shall form part of a Contract. |
PACKAGING |
| 12.1 The Customer will dispose of all packaging in accordance with all regulations statutory or otherwise relating to the protection of the environment. 12.2 The Supplier is entitled to invoice, and the Customer will pay, for the cost of all packaging materials unless they are stated to be returnable and the Customer returns them to the Supplier carriage paid in good condition within 30 Working Days of the date of receipt by the Customer. |
HEALTH & SAFETY |
| 13.1 The Customer will take any steps specified by the Supplier from time to time to ensure that the Goods will be safe and without risks due to health at all times when they are being stored, used, cleaned or maintained by any person at work, or when they are being dismantled or disposed of. |
FORCE MAJEURE |
| 14.1 In this Condition 14, “Force Majeure Event” means any circumstances beyond the control of the Supplier including, without limitation, acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of power and delays by suppliers or materials shortages but, for the avoidance of doubt nothing shall excuse the Customer from any payment obligations under these Conditions. 14.2 If the Supplier is prevented, hindered or delayed from or in supplying the Goods under these Conditions by a Force Majeure event the Supplier may, at its sole option, and without being liable for any loss or damage suffered by the Customer as a result: (a) suspend deliveries while the Force Majeure Event continues; (b) apportion available stocks of Goods between its customers if the Supplier has insufficient stocks to meet orders; (c) terminate any Contract forthwith by giving notice to that effect to the Customer. |
GENERAL |
| 15.1 Assignment. The Customer may not assign or deal in any way with all or any part of the benefit of, or its rights under a Contract without the prior written consent of the Supplier. The Supplier is entitled at any time to assign or deal with the benefit of any Contract or sub-contract any work relating to any Contract. 15.2 Entire Agreement. Each Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 15.3 Notices. Any notice given by one party to the other in connection with a Contract must be in writing and may be delivered personally or by pre-paid first-class post and in the case of post will be deemed to have been given 2 Working Days after the date of posting. Notices shall be delivered or sent to the last known addresses of the parties or to any other address notified in writing by one party to the other for the purpose of receiving notices in connection with a Contract. Each party may specify by notice to the other a particular individual or office holder to whom any notice is served on it are to be addressed, in which case a notice shall not be validly given unless so addressed. 15.4 Severance. If any of these Conditions are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not affect the other Conditions, which shall remain in full force and effect. If any of these Conditions is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted the provision in question shall apply with such modification as may be necessary to make it valid and enforceable. 15.5 Third Parties. A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This Condition does not affect any right or remedy of any person that exists or is available otherwise pursuant to that Act. 15.6 Waiver. The rights and remedies provided by any Contract may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by the Supplier shall not constitute a waiver of that right or remedy of or any other rights or remedies. A waiver of any breach of any of the terms of a Contract or of a default under a Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of such Contract. 15.7 Variation. No variation or alteration of any of the provisions of a Contract or these Conditions shall be effective unless it is in writing and signed by or on behalf of each party. 15.8 Governing Law and Jurisdiction. A Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with English law and the parties irrevocably agree to submit to the exclusive jurisdiction of the English courts over any claim arising out of or in connection with a Contract. |
