1.1 In these Conditions:- “the Purchaser” means the Person who accepts a quotation of the Vendor for the sale of the Goods or whose order for the Goods is accepted by the Vendor; “the Conditions” means the standard terms and conditions of sale set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Purchaser and the Vendor and specified herein or overleaf; “the Contract” means the contract for the purchase and sale of the Goods; “the Goods” means the goods (including any instalment of the Goods or any parts of them) which the Vendor is to supply in accordance with these Conditions from time to time; “Person” means an individual or a body corporate or unincorporate or a partnership and “Persons” shall be construed accordingly; “the Vendor” means Regent House Stocks, “Writing” shall have the ordinary meaning ascribed to it, including type written documents or communications and shall include telex, cable, facsimile transmission and comparable means of communication.
1.2 Except where the context otherwise requires words herein denoting the singular include the plural and vice versa; words denoting any one gender include all genders.
1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.4 Clause headings herein are for reference only and do not affect the construction of these Conditions or the Contract.
1.5 References to clauses are, unless the context otherwise permits, references to clauses of these Conditions.
2.1 The Contract between the Vendor and the Purchaser cannot be varied, altered or excluded unless such variation, alteration or exclusion is agreed between the parties in Writing between the authorised representatives of the Vendor and the Purchaser (being in the case of the Vendor a
Director of the Vendor) and signed by the parties to be bound.
3.1 The parties to these Conditions are the Vendor and the Purchaser. All transactions as between the Vendor and the Purchaser are as between principal and principal and are subject to the following expressed conditions.
4.1 Any concession, latitude or waiver allowed by the Vendor at any time shall only apply to the extent specifically covered by such concession, latitude or waiver and shall not prevent the Vendor otherwise exercising its full rights under the Contract and these Conditions.
5. Acceptance of Orders
5.1 The Contract between the Vendor and the Purchaser shall only become binding upon the confirmation of any order by the Vendor acting through its authorised representative and all quotations or tenders made and price or product lists supplied by the Vendor shall be treated as
invitations to treat only.
5.2 The Vendor reserves the right to accept or refuse orders. The Vendor also reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of the Purchaser’s commitments (including in particular, without limitation,
the payment on the due dates for Goods delivered) with the Vendor not being met. The Vendor reserves the right to refuse, modify or renegotiate orders in the event of changes in HM Government’s trade policy pertaining to imports, tariffs, surcharges, pound sterling
exchange rate fluctuations and other conditions affecting the charges, quotes or procedures the Vendor is obliged to follow. If an order is cancelled by the Vendor in the aforementioned circumstances then the Purchaser shall be liable to indemnify the Vendor against all loss, costs
(including the cost of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the orders and the cancellation thereof (the Vendor giving credit for the value of any such materials sold or utilised for other purposes).
5.3 The Purchaser shall be responsible to the Vendor for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser and for giving the Vendor any necessary information relating to the Goods within a sufficient time to enable the
Seller to perform the Contract in accordance with its terms.
5.4 The quantity, quality and description of and any specification for the Goods shall be those set out in the Vendor’s quotation (if accepted by the Purchaser) or the Purchaser’s order (if accepted by the Vendor).
5.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Vendor in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Vendor against all loss, damages, costs and expenses awarded against or incurred by the
Seller in connection with or paid or agreed to be paid by the Vendor in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other Person which results from the Vendor’s use of the Purchaser’s
5.6 The Vendor reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Vendor’s specification, which do not materially affect
their quality or performance.
6.1 The Vendor’s employees or agents are not authorised to make a legally binding representation concerning the Goods or this Contract and no representations shall bind the Vendor unless the same shall have been specifically authorised by a Director of the Vendor.
6.2 In entering into this Contract, the Purchaser acknowledges that it does not rely on and waives any claim for breach of any representations which are not confirmed in Writing as provided for in clause 6.1.
6.3 Any advice or recommendation given by the Vendor or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Vendor is followed or acted upon entirely at the Purchaser’s own
risk, and accordingly the Vendor shall not be liable for any such advice or recommendation which is not so confirmed.
6.4 All illustrations, drawings and general descriptions accompanying any quotation from the Vendor or contained in the Vendor’s price lists, advertisements or other literature (including but not limited to the internet) or otherwise provided to the Purchaser are intended for general
guidance only and shall not be binding by the Vendor and are only approximate indications of the type, size or colour of Goods quoted for and sales of such Goods shall not be by reference thereto. Any typographical, clerical or other error or omission in any sales literature, quotation, price) list, acceptance of offer, invoice or other document or information issued by the Vendor shall be subject to correction without any liability on the part of the Vendor.
7.1 All prices shall be exclusive of Value Added Tax and any other taxes from time to time in force and shall be such prices as stated by the Vendor.
7.2 The price for the Goods shall be such price as stated by the Vendor in the Contract and shall be subject to variation at the sole discretion of the Vendor at any time.
8. Packaging and Carriage
8.1 Unless expressly stated in Writing by the Vendor all prices quoted are ex works and carriage is not included.
8.2 The packaging of the Goods is at the sole discretion of the Vendor who shall have the right to pack the Goods in such manner and with such materials as it thinks fit.
9.1. The Vendor will invoice the Purchaser immediately upon dispatch of ordered Goods. Save where otherwise indicated on the invoice in writing the total invoice value must be paid by the Purchaser to the Vendor within thirty days of delivery of the Goods which are the subject matter
of the invoice in question.
9.2 Where the Goods are to be collected by the Purchaser or the Purchaser wrongfully fails to take delivery of the Goods, the Vendor shall be entitled to invoice the Purchaser for the price at any time after the Vendor has notified the Purchaser that the Goods are ready for collection or (as the case may be) the Vendor has tendered delivery of the Goods.
9.3 lf the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Vendor, the Vendor shall be entitled to:
9.3.1 cancel the Contract and/or suspend any further deliveries to the Purchaser; and/or
9.3.2 appropriate any payment made by the Purchaser to such of the Goods (or the Goods supplied under any other contract between the Purchaser and the Vendor) as the Vendor may think fit (notwithstanding any purported appropriation by the Purchaser); and/or
9.3.3 charge the Purchaser interest (both before and after any judgement) on the amount unpaid, at the rate of 5% per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
9.3.4 recover from the Purchaser all monies due and outstanding to the Vendor together with monies in respect to any invoices for goods delivered but which would not otherwise be due at the date of breach.
10.1 Save where the Purchaser collects the Goods from the Vendor’s premises (in which case delivery shall take place at the Vendor’s premises) delivery shall take place at the Purchaser’s premises or such other actual location of which the Purchaser shall have previously notified the Vendor
in Writing. In the event that the Purchaser wrongfully fails to take delivery of the Goods for whatever reason the Vendor will be deemed to have tendered delivery of the Goods upon notification to the Customer that the Goods are ready for collection at the Vendors premises.
10.2 The Vendor will endeavour to complete on any delivery dates stipulated, but such dates are only estimated and the Vendor will not be liable to the Purchaser for any loss, damage, injury, penalty, claim or any other matter of whatsoever nature arising from any delay in delivery
and time for delivery shall not be of the essence of the Contract.
10.3 The Vendor shall be entitled to deliver Goods by instalment. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Vendor to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
10.4 The Vendor reserves the right to withhold delivery of Goods to the Purchaser at any time when the Purchaser is exceeding or upon delivery would exceed any credit limit with the Vendor either in relation to such Goods or otherwise.
10.5 A delivery or collection note signed by or on behalf of the Purchaser or of the Purchaser’s customer or the duly authorised agent of either of them is deemed to be evidence of delivery or collection of the Goods specified therein.
11.1 lf the recovery of any sums outstanding from the Purchaser to the Vendor is passed to a debt collection agency, the Purchaser shall pay the Vendor’s costs incurred on an indemnity basis in instructing the said debt collection agency and all legal and other costs ancillary thereto.
12.1 Where the unloading of Goods is for any reason delayed the Purchaser shall indemnify the Vendor in respect of any loss or damage which it may sustain in consequence thereof.
13. Storage Charges
13.1 If the Purchaser fails to take delivery of the Goods or fails to give the Vendor adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Vendor’s fault) then, without prejudice to any other right or remedy available to the Vendor, the Vendor may:-
13.1.1 store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or
13.1.2 sell the Goods at the best price readily obtainable and charge the Purchaser for any shortfall below the price under the Contract.
14. Claims and Damages
14.1 The Purchaser shall upon delivery examine the Goods and shall promptly (but in any event within two working days of delivery) notify the Vendor in Writing of any apparent damage, defect or shortage.
14.2 in default of the written notification referred to in clause 14.1 the Vendor shall be deemed conclusively to have properly performed its obligations under the Contract.
14.3 Except in respect of death or personal injury caused by the Vendor’s negligence the Vendor shall not be liable for any loss or damage of whatsoever nature or to whomsoever or whatsoever caused arising out of the use of or the supply of the Goods supplied by it hereunder
notwithstanding that the same may be due to negligence on the part of the Vendor’s employees or agents or to any defect inherent, latent or otherwise which may be or which may subsequently develop in products, goods or materials supplied by the Vendor or otherwise
14.4 The Vendor shall not be liable or held responsible for any damages, costs, charges or expenses awarded against or any liabilities incurred by the Purchaser arising out of any infringement of any patent belonging to third parties.
14.5 In the event of a claim, settlement will be limited to the value of the Goods defectively processed and will in no way extend to consequential loss howsoever caused.
14.6 All Goods must be stored by the Purchaser in suitable conditions and the Vendor will not be liable to the Purchaser for any defects brought about by the Purchaser storing the Goods in unsuitable conditions.
14.7 Goods supplied to the Purchaser may not be returned without the Vendor’s consent in Writing. The Vendor reserves the right to refuse Goods so returned.
15. Risk and Property
15.1 The Purchaser acknowledges that before entering into the Contract for the purchase of the Goods from the Vendor, it has expressly represented and warranted to the Vendor that it is not insolvent and there are no circumstances which would entitle any debenture holder or secured
creditor to appoint a receiver or entitle any person to petition for its winding up or exercise any other right over or against the Purchaser or its assets.
15.2 Notwithstanding delivery and the passing of risk, legal ownership of the Goods shall not pass from the Vendor to the Purchaser until the Vendor has received payment in full of the price for the Goods. Furthermore, title in the Goods shall remain vested in the Vendor and shall not
pass to the Purchaser unless and until the full price of any other delivered goods the subject of any other business transaction between the Purchaser and the Vendor has been paid in full either by way of cash or cleared funds.
15.3 Risk of damage to or loss of the Goods shall pass to the Purchaser:-
15.3.1 in the case of Goods to be delivered at the Vendor’s premises, at the time when the Vendor notifies the Purchaser that the Goods are available for collection; or
15.3.2 in the case of Goods to be delivered otherwise than at the Vendor’s premises, at the time of delivery or, if the Purchaser wrongfully fails to take delivery of the Goods, the time when the Vendor has deemed to have tendered delivery of the Goods.
15.4 Until such time as the ownership in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Vendor’s fiduciary agent and bailee, and shall keep the Goods properly protected and insured and identified as the Vendor’s property.
15.5 Until such time as the legal ownership in the Goods passes to the Purchaser, the Vendor may at any time enter upon any of the Purchaser’s premises or any other premises where the Goods are held (as the case may be) and remove the Goods there from and the Purchaser permits the
Seller access to the said premises to do so. The Purchaser shall indemnify the Vendor on a full indemnity basis against all loss, damage, costs or expenses so arising including in particular without limitation, loss, damage, costs or expenses in respect of third party claims.
15.6 The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Vendor, but if the Purchaser does so all moneys owing by the Purchaser to the Vendor shall (without prejudice to any other right
or remedy of the Vendor) forthwith become due and payable.
15.7 The Purchaser may attach or fix the Goods to other property belonging to the Purchaser, but provided that the Goods may be removed without causing damage (other than superficial damage) to the property of the Purchaser such attaching or fixing shall not affect the ownership of
15.8 In the event that the price for the Goods is not paid by the due date the Vendor shall at its absolute discretion be at liberty either to recover the Goods or maintain an action for the price of the Goods and/or damages.
15.9 No provision of these Conditions shall prejudice the Vendor’s rights to exercise any alternate remedies whatsoever in default of payment by the Purchaser or any other breach of contract.
15.10 Each of the preceding clauses shall be construed and take effect separately and in the event of one or more of such clauses being held ineffective this shall not affect the validity of the remaining clauses.
16.1 Save as herein appears the Purchaser shall have no right to cancel the whole or any part of the Contract and if notwithstanding this clause, the Purchaser shall purport to cancel the whole or any part of the Contract, the Vendor may, by notice in Wiring to the Purchaser, elect to treat the
Contract as repudiated and the Purchaser shall thereupon be liable to pay to the Vendor by way of liquidated damages a sum equal to all the expenses incurred by the Vendor in connection with the Contract including, in particular without limitation, an appropriate amount in
respect of administrative overheads, costs and losses of profit.
16.2 The Vendor’s reasonable estimate of the expenses incurred by it on repudiation by the Purchaser as referred to in clause 16.1 shall be final and binding on the parties.
16.3 If the Vendor for whatever cause is unable to make delivery of the Goods on the delivery date set out in the Contract or if the Vendor is unable to perform any of its other obligators under the Contract, the Vendor may, by notice in Writing to the Purchaser, terminate the Contract or
suspend the Contract without liability for any loss or damage thereby incurred by the Purchaser.
16.4 In addition to the right to cancel any uncompleted order or to suspend delivery thereof, pursuant to clause 5.2, the Vendor shall have a similar right of cancellation of any uncompleted order or to suspend delivery in respect of any orders where the delivery of such Goods
would result in the amount of monies outstanding to the Vendor from the Purchaser for those Goods and for any other Goods supplied by the Vendor, would exceed the Vendor’s credit limit on the Purchaser, as provided by the Vendor’s insurers.
17. Insolvency of Buyer
17.1 This clause applies if:-
17.1.1 the Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
17.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser, or
17.1.3 the Purchaser ceases, or threatens to cease, to carry on business; or
17.1.4 the Vendor reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
17.2 lf this clause applies then, without prejudice to any other right or remedy available to the Vendor, the Vendor shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser, and if the Goods have been delivered
but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
18. Samples and Displays
18.1 The Purchaser shall be responsible to pay to the Vendor for the cost of any samples and displays supplied by the Vendor to the Purchaser.
19. Force Majeure
19.1 Insofar as the performance of the Contract by the Vendor may be affected by any strike, any lack of available transport or materials, any restriction, regulation or decree by any local or municipal authority or government department or by any strike, commotion, riot, act of
God or for any other cause or reason of whatsoever nature beyond the Vendor’s control (which shall be construed without the eiusdem generis rule) the Vendor may elect at its absolute discretion either:-
19.1.1 to terminate the Contract; or
19.1.2 to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances and with such reasonable variation as the circumstances shall prevail.
20.1 The Vendor shall be under no liability whatsoever in respect of any advice it has given or views it has expressed whether or not such advice is given or such views expressed at the Customer’s request.
2O.2 Any suggestions or recommendations by the Vendor for any Person to act as an installer of the goods are made in good faith but without any responsibility on the part of the Vendor. No such installer shall be regarded as an agent for the Vendor for any purposes whatsoever,
21.1 It shall be the responsibility of the Purchaser (and not of the Vendor) to obtain all consents necessary for the installation and storage of any goods and to satisfy himself that the installation and storage of such goods in accordance with the provision of any relevant by-laws,
regulations or statutes.
22.1 Should any of these Conditions be found by a court or other competent authority to be void or unenforceable such provision shall be deemed to be deleted from these Conditions and the remaining Conditions shall continue in full force and effect.
23.1 The Vendor may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group (if any), provided that any act or omission of any such other member shall be deemed to be the act or omission of the Vendor.
24.1 No warranty is given by the Vendor that the use of the Goods for any purpose does not infringe any British or foreign patents, copyright or other similar intellectual property right.
25.1 Save as hereinbefore otherwise provided, any notice required or permitted to be given by the Purchaser under these conditions shall be in Writing, addressed to the Vendor at its trading address shown on the Contract. Any notice required or permitted to be given by the Vendor to
the Purchaser under these Conditions shall be in Writing, addressed to the Purchaser at the address shown for the Purchaser herein.
26.1 To the extent of any conflict between these Conditions and any terms and conditions of the Purchaser either on the Purchaser’s order form or otherwise, the Conditions herein contained shall take precedence. The Vendor shall not be bound by the Purchasers terms and conditions or
any of them unless expressly agreed to in Writing by a Director of the Vendor after the date of these Conditions.
27. Proper Law
27.1 These Conditions and the Contract shall be construed according to English Law and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.
(a)No returns will be accepted and no credit will be allowed for previously undiscovered defects or discrepancies in the description or quantity.
(b)This does not affect any statutory rights that you may have to the extent that such rights are not excluded or limited under these terms and conditions.
(c)The goods sold from Regent House Stocks are sold as ‘Trade’ and as a customer purchasing from Regent House Stocks you are not covered by legislation that protects non trade consumers. Regardless of the classification of the stock on sale, all merchandise sold via Regent House Stocks is sold with out any form of warranty or guarantee. As a perspective purchaser you need to consider these facts before buying and reflect this is any purchase you make.
(d)Regent House Stocks has the right to dispose of the goods if they have not been collected within seven days of purchase from the date of the invoice.
(e)Under no circumstances should any product purchased through Regent House Stocks be returned to a Source Company of the product for a refund or exchange. Any such accordance will be treated as fraud or attempted fraud and the source company will vigorously pursue legal action to the fullest extent permitted by the law in these circumstances.
(f) The above applies to clearance stocks purchased, returns stock and all stock that Regent House Stocks sells. Once stock is purchased from Regent House Stocks the returns paragraph applies immediatley whether the order is placed by telephone or visiting the warehouse or sales rep.
(g) Any returns stock purchased from Regent House Stocks are non returnable back to Regent House Stocks. Under no circumstances will Regent House Stocks accept any returns stock back once it has been purchased.
No refunds will be given or any credit notes will be given or discounts to future orders. All retail values are approximates due to stock changing daily basis.