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Terms and Conditions of Sale
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1. Definitions
(a) "The Seller" means the supplier of the goods, identified by the name Talmage’s
(b) "The Buyer" means the Purchaser of any goods supplied by the Seller.
(c) "The Goods" mean the Goods supplied by the Seller to the Buyer.
2. Incorporation of Conditions
These conditions will form part of any Contract whereby the Seller agrees to supply Goods to the Buyer. These conditions will take precedence over any terms and conditions submitted by the Buyer, whether before or after the sale. No variation whatsoever to these conditions will be valid unless specifically agreed to in writing.
3. Specifications
Any literature published or submitted by the Seller which contains any descriptions, specifications, drawings or prices of the Goods is published for guidance only. The Seller reserves the right to make modifications in the design and specification of the Goods without notice to the Buyer. Whilst every effort has been made to ensure the accuracy of the product specification data and the reproduction of the product images, we are unable to accept responsibility for any mistakes or misrepresentations as a result of product data supplied by the manufacturer.
4. Price
(a) Unless otherwise agreed in writing, any price quoted by the Seller on any quotation or order is subject to variation at the discretion of the Seller to reflect increases which may occur from time to time in list prices and costs (including, without limitation, costs of transport, materials, labour, taxes or other fees and charges), prior to despatch.
(b) Unless otherwise agreed, the price to be paid for the Goods is the price in force at the date of acceptance of the Buyer’s order.
(c) In the event that a variation in price shall occur between the date of the acceptance of the Buyer’s order and the despatch of the Goods by the Seller, the Seller will advise the Buyer of any such variation in price (the "new price") and the Buyer will be obliged to take delivery of the Goods at the new price. If the Buyer is not prepared to pay the new price for the Goods, then the Buyer must advise the Seller within seven days of the notification of the new price that he is unwilling to do so, whereupon neither party will be under any obligation to the other in respect of Goods which have not been despatched.
(d) Where applicable V.A.T at the statutory rate at the date of despatch will be charged.
(e) The Seller does not offer refunds if a cheaper price is found by the Buyer after the order has been placed.
5. Payment
(a) Payment for the Goods shall be made in accordance with provisions which are agreed between the Seller and the Buyer, from time to time. If no specific provisions have been agreed between the Seller and the Buyer, payment shall be made strictly in accordance with the terms published by the Seller from time to time.
(b) All payments due as detailed on the Seller’s invoice must be paid in full, with the exception of any discount which has previously been agreed in writing by the Seller and the Buyer.
(c) The Seller reserves the right to demand full or partial payment of any monies due and payable on any invoice before proceeding further with any other order placed by the Buyer.
(d) Where payment of any monies is overdue the Seller may suspend the despatch of any Goods ordered by the Buyer or terminate any order placed by the Buyer without any further liability to the Buyer. Any costs incurred by the Seller in obtaining payment for overdue amounts will be borne by the Buyer.
(e) If payment is not received by the due date, the Seller may charge interest on the due amount at the rate of 2% above the base rate at Barclays Bank Plc for the time being in force per month or part month. Any sums due as interest payments will be invoiced to the Buyer at the end of each month for which any payments are outstanding.
6. Title to the Goods
(a) Property in the Goods shall not pass to the Buyer until the Buyer has made payment in full of all sums due to the Seller in respect of the Goods, provided always that the Seller shall nevertheless be entitled to maintain an action for the invoice price or any part thereof unpaid at any time after the due date for payment.
(b) If payment in full is not made by the due date, then, without prejudice to any other rights which the Seller may have, the Seller shall be at liberty to remove and sell the Goods and apply the proceeds of sale towards satisfaction of the Buyer's liability to the Seller under the contract of sale, and the Seller shall be entitled to recover damages in respect of any loss or damage caused by the failure of the Buyer to make payment in full by the due date.
(c) Property in the Goods supplied shall not pass to the Buyer or to any other person merely by virtue of their having been despatched or installed in the property of the Buyer or some other person.
(d) Pending payment of the purchase price the Buyer shall not alter or modify them in any way
(e) The Buyer shall be entitled to sell the Goods to a third party within the normal course of its business, provided that the proceeds of the sale of the Goods be for the Seller's account and all monies deriving there from are identifiable until such time as the Goods are paid for by the Buyer.
(f) For the purpose of this clause only:-
(i) where it is not possible to ascertain on the balance of probabilities whether any payment for Goods made by the Buyer to the Seller is made in or towards satisfaction of the purchase price of particular Goods, such payment shall be deemed to have been appropriated and applied by reference to the date order of the Seller's outstanding invoices for Goods despatched to the Buyer, taking the earliest dated invoice first.
(ii) where it is not possible to ascertain on the balance of probabilities whether Goods supplied by the Seller to the Buyer in the possession of the Buyer are Goods in which property has passed to the Buyer, all Goods supplied by the Seller shall be deemed to have been dealt with by the Buyer on a first in first out basis.
7. Delivery
(a) The Seller will use its best endeavours to deliver the Goods to the Buyer in accordance with delivery times agreed between the Seller and the Buyer. Notwithstanding this, time shall not be of the essence and the Seller shall not be liable in any way for any loss or expenses sustained by the Buyer.
(b) The Buyer will supply to the Seller all necessary details to enable the Seller to make delivery of the Goods. The Buyer will accept delivery by mutual agreement with the Seller. If the Buyer refuses to accept delivery of the Goods then:-
(i) the Seller shall be entitled to the payment of all monies due in respect of such delivery
(ii) the Seller shall be entitled to be indemnified by the Buyer for any consequential loss, damage or expense sustained as a result of the refusal by the Buyer to accept delivery.
(iii) the Seller shall be entitled to sell the Goods to a third party without prejudice to its rights to claim damages from the Buyer, or the Seller may store the Goods at a place of its choosing at the cost of the Buyer.
(c) The Seller reserves the right to make delivery by instalments unless otherwise expressly agreed in writing.
(d) The place of delivery will be the Buyer’s place of business unless otherwise agreed in writing.
(e) The Seller requests that, if an appliance has been fitted / connected, the Buyer checks all plumbing (if applicable) and electrics twenty-four hours after installation/connection, as The Seller will not accept any responsibility for any leaks or faults with connections that occur after that time.
8. Damage or loss in Transit
(a) The responsibility of the Seller for damage or loss in transit ends when the Goods arrive at the designated point of delivery.
(b) Within twenty-four hours of receipt of the Goods the Buyer will examine them and where necessary will immediately notify the Seller by telephone, facsimile or email and notify the carrier by use of the Carrier's delivery document of any error in quantity or description of the Goods despatched, or that the Goods were mixed with others not included in those which were to be despatched.
9. Guarantee and Liability Limitations
(a) The Seller warrants to the Buyer that it has the right to sell the Goods and that the Goods are free from any charge or encumbrance unknown to the Buyer.
(b) The Seller will provide to any end user of the Goods a guarantee which will entitle him to have faulty Goods repaired by the Seller free of charge within the period stated in the guarantee, subject to the terms and conditions of the guarantee having been fulfilled by the end user. The guarantee shall not affect the end user’s statutory rights.
(c) If any of the Goods sold to the Buyer are faulty in workmanship or materials and any such faults become apparent prior to resale by the Buyer, the Buyer shall notify the Seller immediately in writing. Upon receipt of the written notice the Seller shall, dependent upon the circumstances, either:-
(i) replace the faulty Goods with similar Goods (if such Goods are available); or
(ii) refund the invoice price PROVIDED that the faulty Goods are returned to the Seller.
(d) If following resale of the Goods by the Buyer the Goods are found to be faulty in workmanship or materials within the guarantee period given by the Seller, the Buyer shall use its best endeavours to ensure that the end user has the Goods repaired under the terms of the guarantee. In the alternative if the end user requires the Buyer to satisfy any claim he may have within his statutory rights the Seller shall:-
(i) make suitable arrangements for the Goods to be Repaired; or, PROVIDED that the faulty Goods are returned to the Seller,
(ii) supply the Buyer with replacement Goods (if such replacement Goods are available); or
(iii) refund to the Buyer the invoice price at which the Goods were sold to the Buyer.
(e) Save for damages for death or personal injury caused by the negligence of the Seller in the performance of the contract, the Buyer shall not be entitled to claim from the Seller for any loss, damage or consequential loss which arises by way of negligence or other default.
10. Lien
Except to the extent that condition 6 shall apply, the Seller shall have a lien on all Goods which the Buyer agrees to purchase from the Seller for all monies due from the Buyer to the Seller under any contract between them.
11. Default by the Buyer
If the Buyer defaults in, or commits any breach of any of its obligations to the Seller, or ceases to carry on its business or a substantial part thereof, or if any distress or execution is levied on any of the Buyer’s property, or if the Buyer makes or offers to make any arrangement or composition with its creditors, or commits any act of bankruptcy, or if any resolution or petition to wind-up the Buyer’s business is presented or passed, or a Receiver is appointed of the Buyer’s undertaking, property or assets or any material part thereof, then the Seller shall be entitled forthwith to terminate any contract with the Buyer then subsisting and, on written notice of such termination being posted by the Seller to the Buyer's last known address, any and every subsisting contract shall be deemed to have been terminated, without prejudice to any claim or right which the Seller might otherwise make or exercise.
12. Governing Law
These conditions and any contract of which they form part shall be governed by and construed in accordance with the Laws of England.
13. Miscellaneous
(a) The unenforceability or invalidity of any part of these conditions shall not affect the enforceability or validity of the remainder. (b) Failure by the Seller in any one or more instances to pursue any breach of these terms by the Buyer shall not be taken to constitute a condonation or waiver of the same.
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