All contracts for sale or supply of goods by Ingleby House shall be governed exclusively by the following terms and conditions of trading (“these terms”):
1. Application of terms.
a. These Terms apply to each contract for the supply of Goods to the buyer to the exclusion of any other terms and conditions which the buyer seeks to impose or to incorporate or which are implied by trade, custom practice or course of dealing , whether under any purchase order or verbally, and may not be varied except with the written consent of a Managing Partner of Ingleby House.
b. An Order constitutes an offer by the buyer to purchase the Goods in accordance with these Terms .No Order shall be deemed to be accepted by Ingleby House until Ingleby House issues an acceptance of the Order .
c. “Goods” means any goods agreed in the Contract to be supplied by Ingleby House.
d. “Order” means the Buyers order for the Goods as set out in the Buyers purchase order or email
e. All samples, drawings, descriptions or illustrations contained in Ingleby House’s catalogue are designed to give an approximate idea of the Goods described in them. They do not form part of any contract between Ingleby House and the buyer.
f. “Contract” means any contract formed between Ingleby House and the buyer for the sale and purchase of the Goods incorporating these Terms.
a. Any prices quoted in any price list, catalogue or advertisement of the Company shall only be for the guidance of buyers and shall not constitute an offer to sell at those prices. The contract price, unless otherwise specifically agreed, shall be calculated in accordance with the Company’s price list and payment terms in force on the date of despatch of the Goods, which may be altered by the Company at any time without notice.
b. The price for the Goods shall be exclusive of the costs of packaging, carriage and insurance and applicable Value Added Tax which shall be invoiced to the buyer.
3. Delivery and passing of risk.
a. Whilst Ingleby House will use its reasonable endeavours to deliver within the time specified in any Order, all delivery dates stated are approximate and in no circumstances will time be of the essence of the Contract
b. Goods leave Ingleby House and/or its associated suppliers in good condition and the buyer accepts all risks from the time that the Goods leave the premises of Ingleby House and/or its associated suppliers. The transfer of risk shall not be affected by any transport insurance taken out by the buyer.
4. Passing of property.
a. Notwithstanding delivery, title in the Goods shall remain in Ingleby House until the earlier of:
b. The Group receives payment in full for the Goods and any other Goods that Ingleby House has supplied to the buyer in which case title to the Goods shall pass at the time of payment; and c. The buyer resells the Goods in the ordinary course of business in which case title will pass to the buyer immediately before the sale by the buyer occurs
d. and until title so passes the buyer shall hold the Goods as Ingleby House’s fiduciary agent and bailee and shall keep the Goods separate from those of the buyer and third parties and properly stored, protected and insured and clearly identifiable as Ingleby House’s property . The buyer shall indemnify Ingleby House against any loss or damage thereto, howsoever arising. If before title passes to the buyer, Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or, being a limited company, convenes a meeting of creditors or enters into liquidation or has a receiver, administrator or administrative receiver appointed the Buyers right to resell the Goods or use them in the ordinary course of business shall cease , and
e. Ingleby House may (without prejudice to any of its other rights) recover and recall the Goods or any of them and may enter upon the buyer’s premises for that purpose. These Terms constitute authority to a Third Party to enter upon any other premises wheresoever the Goods are situated for the purpose of recovering the Goods or any of them.
f. Any loss sustained by Ingleby House upon such recovery of the Goods as aforesaid, shall be paid by the buyer.
g. Failure by Ingleby House to enforce any of the above remedies shall not be construed as a waiver of the Group’s rights hereunder.
5. Expedited delivery.
Should expedited delivery be agreed and necessitate overtime or additional cost, the said costs and overtime expenses shall be paid by the buyer.
6. Standard delivery.
Subject to clause 12 hereunder, Ingleby House will use its reasonable endeavours to ensure that orders for Goods will be delivered to the buyer within the indicated timescale on a normal working day. Saturdays, Sundays, Bank Holidays and buyer’s half-day closing days are not working days for this purpose. In the event of nonperformance by Ingleby House or its agents the buyer must notify Ingleby House by telephone or fax as to the detail of their claim by 4.00pm on the day following the day upon which delivery was due in order to qualify for compensation. Compensation will be restricted to a maximum of £7.20 (seven pounds and 20p) and will be given by way of a credit note to be raised by Ingleby House to the buyer’s account Neither Ingleby House nor its agents will be liable for any costs or losses howsoever incurred by the buyer or any other party as a result of failure to deliver on the next working day.
7. Delivery and storage charges.
a. For details of delivery and administration charges application should be made to the Customer Services Department of the Group. The said charges can vary from area to area and are periodically reviewed.
b. If so requested by the Buyer, Ingleby House will as the Buyer’s agent arrange for delivery of the Goods to the location set out in the Order or such other location as the parties agree at any time after the buyer is notified that the Goods are ready for delivery.
c. The buyers remedies for late or non delivery or defective delivery shall be against the carrier notified as arranged by Ingleby House for delivery of the Goods and Ingleby House shall have no liability to the Buyer.
d. If the buyer fails to take delivery of the Goods after notification that they are ready, then Ingleby House may at its absolute discretion, make a reasonable storage charge for custody of such Goods standing to the credit of the buyer or to the buyer’s order.
e. Ingleby House may deliver the Goods by instalments which may 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 buyer to cancel any other instalment.
8. Claims and liability.
a. Any claim in respect of a deficient delivery, missing or damaged Goods must be notified to the carrier and Ingleby House by telephone within 24 hours of receipt of the delivery and confirmed in writing to Ingleby House within 3 days thereafter. Non-delivery of a full consignment must be reported to Ingleby House in writing within 7 days of the invoice date. In the absence of claims within these terms the Goods shall be deemed to have been delivered in accordance with the contract, and in any event Ingleby House shall not be liable for any loss of profit or consequential loss howsoever occasioned arising out of any failure to deliver Goods of the quantity ordered.
b. Ingleby House warrants that on delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979-1994 and suitable only for the specific use or purpose for which they are described in the catalogue.
c. Any claims for breach of this warranty must be notified to Ingleby House in writing within 14 days of receipt of the Goods by the buyer and Ingleby House must be given a reasonable opportunity of examining such Goods and the buyer is asked to do so by the Group returns such Goods to Ingleby House’s place of business set out below at the buyers cost
d. Ingleby House shall not be liable in respect of any such Goods which
have been subsequently altered, processed, cut and/or installed.
In any event Ingleby House’s maximum liability for breach of this
warranty will at Ingleby House’s sole discretion be limited to repayment
of the purchase price or replacement of the Goods proved to
be defective and under no circumstances will any liability be
accepted for any consequential Ioss howsoever occasioned.
e. Ingleby House shall not be liable for any loss, damage or deterioration of the Goods arising directly or indirectly from the adverse use, application, cleaning or storage of any Goods other than in accordance with Ingleby House’s instructions or good trade practice.
f. Whilst reasonable endeavours will be made to deliver the correct quantity ordered, quotations are conditional upon stocks being available and Ingleby House shall not be liable for short delivery.
g. Where the buyer has specified in its Order that the Goods shall be of certain colour or size, such specifications shall be subject to reasonable commercial variation unless otherwise stated.
h. Where Goods are subject to a claim, return of those Goods will be refused without advance authority from Ingleby House. Should the Goods be authorised for return, a Reference Number should be obtained from Ingleby House. The Goods must be packed in a condition suitable for transportation by a carrier, normally arranged by Ingleby House. Details of the contents (which must conform to the Authorised Return/Collection Note) and the packages should be forwarded to the address shown on the Authorised Return/Collection Note, enclosing the buyer’s Debit Note if applicable and quoting the Authorisation Number. A duplicate copy of the buyer’s Debit Note, together with details of when the Goods were collected, by whom and a signature obtained from the driver should be sent by email or post to Ingleby House.
a. Clause 8 sets out the entire financial liability of Ingleby House to the buyer in respect of:- (i) any breach of these Terms; and (ii) any representation, statement or tortious act or omission including negligence arising out of or in connection with the Contract.
b. Save as set out in clause 8, all warranties, conditions and other terms implied by statute or common law, including the terms implied by sections 13-15 of the Sale of Goods act 1979 as amended are to the fullest extent permitted by law excluded from the contract.
c. Nothing in these Terms excludes or limits the liability of Ingleby House for death or personal injury caused by Ingleby House ‘s negligence. d. These Terms shall apply to any repaired or replacement Goods supplied by Ingleby House.
10. Termination and suspension.
Without limiting its other rights and remedies Ingleby House may suspend delivery of the Goods or request payment prior to delivery or at its option terminate the said contract if either there should be any breach of the contractual liabilities of the buyer; if any of the events referred to in clause 4d) occurs; or in the reasonable opinion of Ingleby House, the financial responsibility of the buyer should become impaired or unsatisfactory. Under such circumstances notwithstanding any agreed credit terms, all outstanding unpaid invoices rendered to the buyer by Ingleby House shall become immediately due for payment 11.
a. Payment should be made by credit/debit card or bank transfer
b. In the event of non—payment of the account Ingleby House reserve the right to take steps to recover all monies due to them without prejudicing any further transactions between Ingleby House and the buyer.
c. Payment of the price for the Goods is due on the 15th day of the month following the month in which the Goods are invoiced. Ingleby House may invoice the buyer for the Goods on or at any time after notification that they are ready for delivery . No payment shall be deemed to have been received until the Company has received cleared funds.
d. Time for payment shall be of the essence.
e. Under no circumstances shall the buyer be entitled to claim a right of set-off against Ingleby House in the respect of any payment due.
f. VAT will be charged at the rate applicable at the date of the
g. If Ingleby House is ready to deliver the Goods on the date agreed in accordance with the contract and the customer delays or requests Ingleby House to delay delivery for any reason, Ingleby House may present invoices to the customer for full settlement in line with the date previously agreed for delivery.
Every effort will be made to carry out the contract but its performance is subject to cancellation by Ingleby House or to such variations as they may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond Ingleby House’s control
The buyer acknowledges Ingleby House’s ownership of designs applied to Goods and its copyright in such designs, whether registered or not. Except where Ingleby House agrees to confine a design to a purchaser of the Goods exclusively, it reserves the right to apply the same design in Goods sold to other customers. Any exclusivity granted to the buyer shall automatically expire after six months unless Ingleby House agrees in writing to such exclusivity being extended.
14. Made to measure /customised goods.
a. Ingleby House is not responsible for the buyers selection of the Goods including compatibility of the Goods with any other product, or for its uses or application save as expressly set out in Ingleby House’s catalogue.
b. Ingleby House reserves the right to modify or discontinue any of its products at any time without notice to the buyer including the right to change any specifications if that change is required to react too any change in statute or regulation.
c. Ingleby House assumes no liability for the correctness or quality of any content, information or measurements contributed by the Buyer for made to measure or customised Goods (including if the information supplied is against our recommendations)
d. The buyer shall not be entitled to cancel any Contract or return any Goods for refund without the prior written consent of Ingleby House and1) payment of a handling charge of 20% of the price (ex-delivery cost) in respect of ex stock items and 2)in the case of made to measure or customised items payment of such percentage of the price as is agreed prior to return or cancellation which is dependent upon the extent to which the Goods may be resold or in the case of cancellation the stage of manufacture reached at the point of cancellation.
15. Telephone calls.
All telephone calls may be monitored for training and quality assessment purposes.
This contract shall be considered as a contract made in England and subject to English law and shall in all respects be interpreted in accordance with the laws of England and the buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
a. If any provision of the Contract is found to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
b. Failure or delay by Ingleby House in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
c. Any waiver by Ingleby House of any breach of or any default under any provision of the Contract by the buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the contract.
d. The parties to this contract do not intend that any term of this contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.