Terms & Conditions of Sale
H.T. Maddocks & Son (Whitchurch) Ltd. (Version 21.1).
Customers should pay particular attention to: 3.0.3, 4.1, 4.2, 4.3 4.4, 4.6
|1.0.1 These terms and conditions (Terms) apply to the order by the Buyer and supply of goods by the Seller to the Buyer (Contract). No other terms are implied by trade, custom, practice or course of dealing.|
1.0.2 In these Terms, “the Seller” is H.T. Maddocks & Son (Whitchurch) Limited (registered with company number 00595445), “goods” are the items (or any part of them) set out in the Buyer’s order and supplied by the Seller, “The Buyer” is the party who purchases the goods from the Seller.
|2.0 Construction of the Goods|
|2.0.1 The Seller reserves the right to make (without giving notice to the Buyer) any alteration in the construction and design of the goods which it thinks reasonable or desirable or which it is required to make by law and the Buyer shall accept the goods as so altered.|
2.0.2 The Seller shall not be bound to comply with any requests from the Buyer to modify or otherwise vary the previously agreed design or composition of the goods. If the Seller decides to comply with such requests, the Buyer shall on demand pay the Seller for any additional costs incurred by the Seller.
|3.0 Acceptance of Order|
|3.0.1 The Buyer’s order of the goods (Order) constitutes an offer by the Buyer to purchase the goods in accordance with these Terms. The Buyer is responsible for ensuring that the terms of its Order and any applicable specification submitted by the Buyer are complete and accurate.|
3.0.2 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence. Orders are accepted only upon and subject to these Terms.
3.0.3 Unless expressly accepted by the Seller in writing, any qualifications to these Terms appearing in the Buyer’s Order or which the Buyer seeks to impose or incorporate will be treated as inapplicable and not binding on the Seller in any way whatsoever.
|3.1 Special Orders|
|Special order goods are supplied on an ad hoc basis and are only placed on order with the Seller’s supplier once the Seller receives an order for them from the Buyer. Special orders may be subject to an indeterminate lead-time subject to the prevailing conditions of the Seller’s supply chain. As such, special order goods are only supplied on the strict understanding that they cannot be returned or cancelled even if there is a delay on the part of the supplier, unless they are faulty or damaged and reported to the Seller in accordance with these Terms.|
|3.2 Cancellation of Orders|
|Cancellation of an Order must be made within one hour of the Order to prevent shipping of the goods.|
|4.0 Delivery, Loss, Damage, Shortage and Returns|
|4.0.1 The Buyer will provide the Seller without delay all the information the Seller requires to fulfil its obligations under this Contract and the estimated time of delivery will run from the date the Seller receives that information. The Seller shall deliver the goods to the location set out in the Order or such other location as the parties may agree at any time before the goods are dispatched.|
4.0.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Whilst the Seller will use its reasonable endeavours to provide the goods in the time stated, if the Seller is prevented from doing so by causes outside its control then the Seller will be entitled either to terminate this Contract (in which case the Seller will be entitled to be paid for services partially performed and all costs and expenses incurred in relation to this Contract) or to specify a reasonable extension of time.
|4.1 Damage in Transit|
|The Seller shall not be liable in respect of any claims for damages in transit or loss through damage in transit, unless the carrier and the Seller are notified by the Buyer in writing, and where deemed necessary by the Seller to be supported by photographic evidence, within 3 days of arrival of the damaged consignment, and in cases where the consignment shows outward signs of damage, the delivery is clearly signed for as damaged on the delivery paperwork.|
|The Seller shall not be liable for shortage of goods unless any claim for non-delivery is notified to the Seller in writing within 3 days of arrival of consignment.|
|The Seller shall not be liable for non-delivery unless the Buyer notifies both the Seller and the carrier in writing within 3 days of dispatch for goods delivered to UK mainland addresses, and within 21 days of dispatch for all other addresses, that the goods have not been delivered.|
|4.4.1 Before returning faulty, damaged, or other goods for credit, the Buyer should obtain the prior written consent of the Seller along with a return authorisation reference number. The Buyer should use any goods returns note supplied by the Seller.|
4.4.2 To aid product identification and supplier traceability, all products should be returned wherever possible in their original packaging that include the Seller’s product stock code. In instances where this does not occur, and the Seller is not satisfied that the stock returned has been purchased from the Seller, as opposed to a 3rd party, the Seller reserves the right to refuse any claim/reimbursement.
4.4.3 Under no circumstances can the Seller accept a claim for faulty goods where the goods are not available for inspection.
4.4.4 Claims in respect of alleged faulty goods shall not be a ground for withholding payment of accounts and shall not give the Buyer any right of set off against payments due to the Seller.
|4.5 Finished Products|
| In this clause 4.5, “Finished products” shall mean complete products (such as appliances) that have their final value in the manufacturing process, that is, not a component, spare part or accessory. Subject to these Terms, the following additional conditions apply to the supply of Finished Products:|
4.5.1 The Seller can only accept returns of Finished Products that have been authorised by a company representative or by the Seller’s sales manager.
4.5.2 Such returns must have been purchased from the Seller within 28 days and a manufacturing fault must have developed.
4.5.3 Such returns must arrive at the Seller’s warehouse complete; machines returned without accessories will not be credited.
4.5.4 Machines with a non-manufacturing fault purchased within 28 days, or all machines that develop any fault after 28 days of purchase from the Seller, should be directed to an authorised service agent.
4.5.5 Should the Buyer wish to rectify a machine under clause 4.5.4, the Seller, not being an authorised agent, cannot be responsible for parts or labour charges.
|4.6 Guarantees and Returns|
|4.6.1 All our products are guaranteed by law to be fit for the purpose intended and of merchantable quality.|
4.6.2 The Seller may in certain circumstances (in its absolute discretion) allow certain goods to be returned, subject always to these Terms. The prior written consent of the Seller is required for the return of any goods and all necessary paperwork specified by the Seller to the Buyer must be included with the returned goods.
4.6.3 Any goods which become mixed inseparably with other items after their delivery cannot be accepted for return or credit.
4.6.4 The Seller will not accept returns for special order items unless the goods are diagnosed as faulty or damaged. Where necessary, the Seller reserves the right to seek such a diagnosis for fault or damage from its supplier before consenting to any refund or compensation to the Buyer.
4.6.5 The following articles cannot be accepted for return or credit by the Seller: Armatures, field coils and motors for vacuum cleaners, home laundry equipment, and dishwasher electric pumps; timers and modules for automatic washing machines and dishwashers, compressors, refrigeration magnetrons and transformers for microwaves.
4.6.6 The Seller reserves the right to dispose of any goods returned by the Buyer without the prior written consent of the Seller in any way the Seller thinks fit.
4.6.7 Where the Seller consents to returns a discretionary handling charge of between 10% and 30% will be levied where the return is due to an error on the part of the Buyer or the Buyer no longer requires the goods.
4.6.8 Subject to clause 4.6.7, the Seller shall, at its option, replace or refund the price of any defective goods provided that (a) the Buyer gives the Seller notice in writing within a reasonable time of discovery that any product is faulty or mis-described and (b) the Seller is given a reasonable opportunity of examining such product and (c) the Buyer returns such product to the Seller at the Seller’s cost. Where the Buyer claims that the goods are damaged, the Seller will also require (a) photographic evidence of the damaged product and (b) photographic evidence of the internal and external packaging that the damaged product was in.
4.6.9 The Seller will not be liable for defective goods where: (a) the Buyer makes any further use of such product after giving a notice in accordance with clause 4.6.7; (b) the defect arises because the Buyer failed to follow the Seller’s or manufactures oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice; (c) the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer; (d) the Buyer repairs the product without the Seller’s written consent; or (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
|5.0.1 The price of the goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller's published price list in force as at the date of delivery. The price of the goods excludes amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.|
5.0.2 The Seller will endeavour to hold prices shown (which are excluding VAT) to the best of its ability but reserves the right to amend them WITHOUT NOTICE at any time.
5.0.3 Each invoice must be paid in full by the Buyer no later than the agreed term after the invoice date. Time for payment shall be of the essence. For late payments the Seller is entitled to add interest to the amount outstanding at the rate of 1% per month compounded above the Bank of England's base rate from time to time and the Buyer shall pay such interest on the overdue sum from the due date until payment of the overdue sum.
5.0.4 The price of the goods does not include shipping and delivery charges. The Buyer shall pay to the Supplier the applicable shipping and delivery charges on the Order as outlined on the Seller’s trade site (https://www.htmaddocks.co.uk/delivery).
5.0.5 All orders are subject to the minimum order values as outlined on the Seller’s trade site (https://www.htmaddocks.co.uk/delivery).
5.0.6 For orders containing vacuum motors, the Seller reserves the right to charge freight on all consignments dispatched according to weight and size.
5.0.7 Where delivery is within the U.K. but off the mainland, additional shipping and handling charges may apply as outlined on the Seller’s trade site (https://www.htmaddocks.co.uk/delivery).
5.0.8 For delivery outside the U.K., default prices quoted are ex-works. However, the Seller can on request obtain quotes for freight on behalf of export customers.
5.0.9 The Seller delivers to the countries listed on its trade site (https://www.htmaddocks.co.uk/international). The Buyer is responsible for any import duties and taxes where delivery is to a destination outside the UK. The Seller has no control over these charges. The Buyer must comply with all applicable laws and regulations of the country for which the goods are destined. The Seller will not be liable or responsible if the Buyer breaks any such law.
5.0.10 The Buyer will indemnify the Seller against any loss, claim or liability arising from the failure by the Buyer to perform its obligations under this Contract.
|6.0.1 The Seller shall not be liable for any defects in goods supplied by third parties or for damage or loss resulting from such defects and the Seller gives no representation or warranty whatsoever in connection with such goods. Subject to clause 6.0.2, the Seller will under no circumstances be liable to the Buyer for (a) any loss of profits, sales, business or revenue; (b) loss of business opportunity; (c) loss of anticipated savings; (d) loss of or damage to goodwill; or (e) any indirect or consequential loss.|
6.0.2 Nothing in these Terms limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) any other liability that cannot be limited or excluded by law.
|7.0 Risk and Title|
|7.0.1 Risk in the goods shall pass to the Buyer when the Seller notifies the Buyer that the goods are ready for dispatch or the goods are dispatched from the Seller’s premises, whichever is the earliest. The Buyer should insure on this basis.|
7.0.2 The goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as all monies due under these Terms have been paid to the Seller in respect of the goods.
7.0.3 The Buyer acknowledges that it holds such goods in a fiduciary capacity until such time as the property in the goods passes to the Buyer as stipulated in 7.0.2.
7.0.4 Until such time as the Buyer becomes owner of the goods, such goods shall be stored separately from the Buyer’s or any third party’s goods, on the Buyer’s premises, and in a manner which makes them readily identifiable as the Seller’s goods.
7.0.5 Subject to these Terms, until such time as it becomes owner, the Buyer is licensed by the Seller to process the goods or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said goods shall be separately stored and marked as to be identifiable as being made from or with the Seller’s goods.
7.0.6 If the Buyer before becoming owner of the goods does anything which would entitle a receiver to take possession of any assets or entitle any person or body to present a petition for winding up or exercise any right over or against the Buyer’s assets or undertaking, the Buyer’s rights to possession in the goods shall cease. The Seller shall have a right to enter any premises where such goods are stored or thought to be stored and repossess the same.
7.0.7 If the Seller’s goods before passing into ownership of the Buyer are admixed with the Buyer’s goods or are processed with or incorporated therein, the produce thereof shall become the sole and exclusive property of the Seller. If such goods are admixed with the property of another, the product thereof shall become or be deemed to be owned by the Seller in common with that other person.
|8.0 Data Protection|
|9.0 Law and Arbitration|
|9.0.1 This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by English and Welsh Law.|
9.0.2 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one.
The seat, or legal place, of arbitration shall be Cardiff.
The language to be used in the arbitral proceedings shall be English.
|10.0 Other Important Terms|
|10.0.1 The Seller may at any time assign, transfer or charge all or any of its rights or obligations under this Contract. The Buyer may not assign, transfer or charge all or any of its rights or obligations under this Contract without the prior written consent of the Seller.|
10.0.2 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.0.3 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.0.4 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 10.0.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.0.5 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.