Sales Terms & Conditions
Unit 2, Watchmoor Trade Centre
Surrey GU15 3AJ
Delvaux Ltd – Terms & Conditions Of Sale
“You” means the person(s), firm or company who purchases the Goods from us.
“Us/we/our” means Delvaux Limited.
“Contract” means any contract between you and us for the sale and purchase of Goods, which incorporates these Conditions.
“Goods” means any goods which we agree in the Contract to supply to you (including any part or parts of them).
“Our web-site” means www.delvauxchocolates.com
2. Application Of Terms
2.1 Subject to any variation agreed under paragraph 2.b below the Contract will be subject to these Conditions and no other terms and conditions shall apply.
2.2 These Conditions apply to all sales made by us and no variations to these Conditions nor representations about the Goods shall have any effect unless one of our Directors expressly agrees in writing to that effect.
2.3 Every order for Goods which we receive from you shall be deemed to be an offer by you to purchase Goods subject to these Conditions.
2.4 Orders placed by you shall not be deemed to have been accepted by us unless and until we accept your order.
2.4.1 in case of orders placed over our web-site, by email confirming that we have shipped the Goods to you; or
2.4.2 in all other cases, by issuing a written order acknowledgement or by the earlier delivery of the Goods to you.
2.5 It is your responsibility to check that your order is accurate and complete.
3.1 The description of the Goods shall be as set out on our web-site and in any brochure or other promotional literature that we publish
3.2 All drawings, descriptions, specifications and advertising issued by us and any description or illustrations contained on our web-site or in any brochure or in any other promotional literature that we publish are issued or published to provide an indication only of the Goods which they describe. They are not part of this Contract.
3.3 The Goods and packaging of the Goods are subject to change or substitution without prior notice.
4.1 We will deliver the Goods ordered by you as soon as reasonably practicable to the address in the United Kingdom specified in your order.
4.2 Subject to the other provisions of the Contract, we will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused either directly or indirectly by any delay in the delivery of the goods to you (even if such delay is caused by our negligence), nor will you be entitled to terminate the contract because of any delay unless the delay exceeds 30 days.
4.3 If you refuse to accept delivery of any of the Goods for any reason when they are ready for delivery, then you will remain liable to pay for the Goods because the Goods will have been personalised in accordance with your order and cannot be return to stock.
4.4 If we deliver to you up to 10% more or less than the quantity of Goods ordered by you then you shall not be entitled to object to or reject the Goods or any of them because of the surplus or shortfall.
5.1 Our record of the quantity of any consignment of Goods despatched to you from our warehouse shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
5.2 We shall not be liable for any failure to deliver goods (even if caused by our negligence) unless written notice is given to us within 30 days of the date when the Goods would in the ordinary course of events have been delivered.
5.3 Our liability for failure to deliver the Goods is limited to providing replacement goods within 14 days of the date on which we received notice that the Goods have not been delivered or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 The Goods are at your risk from the time of delivery.
6.2 When we have been paid in full for the Goods and in respect of any other amounts which are or which become owing by you to us on any account you will become the owner of the Goods.
6.3 Until you become the owner of the Goods you must:
6.3.1 hold the Goods on a fiduciary basis as our bailee;
6.3.2 (without cost to us) store the Goods separately from all of your other goods or any goods which you possess and which belong to a third party. The Goods shall remain readily identifiable as our property at all times until ownership passes to you;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
6.4 You may resell the Goods before ownership has passed to you on the following conditions only:
6.4.1 any sale shall be effected in the ordinary course of your business at full market value; and
6.4.2 any such sale shall be a sale of our property on your behalf and you shall deal as principal when making such a sale.
6.5 Your right to possession of the Goods shall terminate immediately if:
6.5.1 a bankruptcy order is made against you or you make an agreement or composition with your creditors, or you otherwise take the benefit of any Act for the relief of insolvent debtors, or (if you are a company) you convene a meeting of creditors (whether formal or informal),or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or you have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or
6.5.2 you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or you fail to observe/perform any of your obligations under the contract or any other contract between you and us, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
6.5.3 you encumber or in any way charge any of the Goods.
6.6 We shall be entitled to recover payment for the Goods notwithstanding that we are still the owners of the Goods.
6.7 You grant to us and our 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 your right to possession has terminated, to recover them.
7.1 Unless otherwise agreed by us in writing the price for the Goods shall be the price published on our web-site or in other literature published by us on the date on which you place your order.
7.2 Price information is valid until the date of acceptance by us of your order.
7.3 The price for the Goods shall be exclusive of any value added tax and you shall be liable for all costs or changes in relation to the loading, unloading, carriage or insurance for the Goods.
8.1 Credit accounts may be opened, subject to satisfactory credit reference being obtained and at our sole discretion.
8.2 Payment of the price for the Goods is due:
8.2.1 by credit or debit card when you place your order; or
8.2.2 if you have a credit account with us, within 30 days of the date of our invoice.
8.3 Time for payment shall be of the essence of this Contract.
8.4 We will not be deemed to have received payment until we have received funds.
8.5 Immediately upon termination of this Contract all payments due to us under the Contract shall become due and payable despite any other provision.
8.6 If you have a credit account with us you shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring us to pay an amount equal to such deduction to you.
8.7 If you fail to pay to us any sum due under your credit account on the due date for payment then you will be liable to pay interest to us on the outstanding balance from the due date payment until payment is made, whether before or after any judgment at the rate of 8% over the base rate of the National Westminster Bank plc from time to time, accruing on a daily basis we reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.1 We will endeavour to transfer to you the benefit of any warranty or guarantee given to us by the manufacturer of the Goods.
9.2 We will endeavour to ensure the Goods are dispatched in perfect condition. If, when the Goods have been received you are unhappy with the condition of the Goods, you may:
9.2.1 Reject the Goods by informing the courier, and instructing the courier to return the Goods to us; or
9.2.2 Return the Goods to us within 7 days.
You must notify us of the reason for such a return, and you must refer to any returns authorisation number or code that we may give you. Due to the nature of the Goods, no returns will be accepted following the expiry of 7 days following delivery. We accept no liability for faulty Goods not returned within 7 days following delivery.
9.3 We shall refund the price that you paid for any Goods or, if requested by you, repair or replace the Goods provided that the Goods are returned by you in the same condition and with the original packaging as when they were delivered to you.
9.4 If we comply with this paragraph 9 we shall have no further liability to you in respect
of the Goods.
10. Limitation Of Liability
10.1 Notwithstanding the provisions of paragraph 9 above, this paragraph sets out the whole of our financial liability (including any liability for the acts or omissions of our employees, agents and sub-contracts) to you in respect of:
10.1.1 any breach of these Conditions; and
10.1.2 any representation, statement or tortuous act or omission including negligence, which arises directly or indirectly from the Contract.
10.2 All of the warranties, conditions and other terms implied by any statute or at common law (except the conditions which are implied by section 12 of the Sale of Goods Act 1979) are excluded from the Contract so far as it is legally possible to do so.
10.3 These Conditions do not exclude or limit our liability for death or personal injury caused by our negligence or fraudulent misrepresentation.
IN PARTICULAR WE DRAW YOUR ATTENTION TO THE FOLLOWING PROVISION
10.4 Subject to condition 10.2 and 10.3:
10.4.1 our total liability in contract or tort or for any misrepresentation or otherwise, arising as a result of the performance or contemplated performance of this contract shall be limited to the amount paid by you for the Goods; and
10.4.2 we shall not be liable to you for any indirect special, or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.1 You shall not be entitled to assign the whole or any part of the Contract without our prior written consent.
11.2 We may assign the Contract or any part of it to any person, firm or company.
12. Force Majeure
We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods to be supplied you (without liability to you) if we are prevented from or delayed in the carrying on of our business as a result of circumstances beyond our reasonable control including (but not limited to) acts of God, fire, explosion, flood, epidemic, government actions, war or national emergency, riot, civil commotion, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or any restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials experienced by us provided that, if the event in question continues for a continuous period in excess of 14 days, you shall be entitled to give us notice in writing to terminate the Contract.
13.1 Each of our rights or remedies under the Contract is without prejudice to any other right or remedy that we may have.
13.2 If any provision of the Contract is found by any competent authority to be wholly or partly invalid or unenforceable it shall to the extent of such invalidity or unenforceability be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall not be affected and shall continue in full force and effect.
13.3 Any failure or delay by us to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.
13.4 Any waiver by us of any breach by you of any provision of the Contract will not be deemed to be a waiver of any later breach or default and will in no way affect the other terms of the Contract.
13.5 This Contract is not intended to benefit any third party and the provisions of The Contracts (Right of Third Parties) Act 1999 are excluded.
13.6 All aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.1 All communication between the parties about this Contract must be in writing and delivered by hand, sent by prepaid first class post or sent by facsimile or e-mail.
14.2 Communications addressed to us shall be marked for the attention of the Sales Director and shall be sent to our office whose address is Unit 2, Watchmoor Trade Centre, Watchmoor Road, Camberley, Surrey, KT16 0AY or e-mailed to firstname.lastname@example.org.
14.3 Communications addressed to you shall be sent to your invoice address or such other address as you notify to us from time to time.
14.4 Communications shall be deemed to have been received:
14.4.1 if sent by prepaid first class post, 2 days after posting (exclusive of the day of posting);
14.4.2 if delivered by hand, on the day of delivery;
14.4.3 if sent by facsimile or e-mail transmission prior to 4pm on any day, at the time of transmission and after 4.00 pm on the next day.
14.5 For the purpose of clause 14.4 any reference to a “day” shall exclude Saturdays, Sundays and bank or public holidays.