Terms & Conditions

Terms & Conditions


1.

Application of Conditions

1.1

The Seller shall sell, and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller; and

1.2

These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.

2.

Interpretation

2.1

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means any day other than a Saturday, Sunday or bank holiday;

“Buyer”

means the person or the Company who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“Contract”

means the contract for the purchase and sale of the Goods under these Terms and Conditions;

“Contract Price”

means the price stated in the Contract payable for the Goods;

“Delivery Date”

means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;

“Goods”

means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions;

“Month”

means a calendar month;

“Seller”

Means CIRCLE AUTO LOUNGE LTD incorporated and registered in England and Wales with company number 12023847 whose registered office is C/O Ace Accounts And Tax Ltd 2 Whittle Court, Knowlhill, Milton Keynes, Buckinghamshire, United Kingdom, MK5 8FT, and includes all employees and agents of CIRCLE AUTO LOUNGE LTD.

2.2

Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1

“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2

a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3

“these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4

a Schedule is a schedule to these Terms and Conditions; and

2.2.5

a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.2.6

a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4

Words imparting the singular number shall include the plural and vice versa.

2.5

References to any gender shall include the other gender.

3.

Basis of Sale

3.1

The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2

No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

3.3

Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:

3.3.1

the Seller’s written acceptance;

3.3.2

delivery of the Goods; or

3.3.3

the Seller’s invoice.

3.4

Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

4.

Orders and Specifications

4.1

No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

4.2

The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller). The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.

4.3

Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.

4.4

The Seller reserves the right to make any changes in the specification of the Goods which are required to conform.

4.5

rm to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

4.6

No order which has been accepted by the Seller may be cancelled/returned by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation/return.

4.7

Details of the Goods as described in the sub-clause 4.2 above and set out in the Seller’s sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

4.8

Goods which have not been specially ordered can be returned for credit up to thirty days from the date of sale and on production of the relevant invoice provided they are in the original packaging and remain in a suitable condition for resale. No Goods may be returned for credit after thirty days from the date of sale.

4.9

Buyer eligible to return goods within fourteen days from invoice for 100% credit. If buyer returns goods within fifteen to twenty-eight days from invoice Deller have the rights to issue up to 75% of goods cost credit. Any good returned after twenty-nine plus days will be eligible for up to 50% of goods cost credit.

4.10

The following Goods may not be returned for credit:

4.9.1

Goods which have been specially ordered for credit;

4.9.2

Goods that have already been used or fitted;

4.9.3

Goods with damaged original packaging and/or which are not in resalable condition;

4.9.4

Goods which were purchased as part of a promotion or marketing campaign;

5.

Price

5.1

The price of the Goods shall be the price listed in the Supplier’s Price List current at the date of acceptance of the Buyer's order or such other price as may be agreed in writing by the Seller and the Buyer.

5.2

Where the Seller has quoted a price for the Goods other than in accordance with the Seller's published price list the price quoted shall be valid for 30 days only from the date shown in it or such lesser time as the Seller may specify.

5.3

The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials, changes to delivery rates or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

5.4

The Seller may allow the Buyer quantity discounts subject to and in accordance with the conditions set out in the Seller's published price list for the Goods current at the date of acceptance of the Buyer’s order.

5.5

Any settlement discount specified by the Seller in the Contract will be allowed by the Seller to the Buyer in respect of Goods for which payment is received by the Seller on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Buyer to the Seller are overdue and unpaid.

5.6

Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are inclusive of the Seller’s charges for packaging and transport.

5.7

The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

5.8

Where If the buyer needs to purchase the items that are not available in the Seller's Price List, the seller can order these products at the request of the Buyer in writing

5.9

Where Goods need to be ordered by the Seller under the Buyer's request, the Seller may require the Buyer to pay a deposit of a reasonable amount determined by the Seller. This deposit will be deducted from the outstanding price of the Goods and will be returned to the Buyer if he cancels his order in accordance with Clause 4.

6.

Payment

6.1

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

6.2

The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within two Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.3

All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.

6.4

The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.