Terms and conditions
The Buyer’s attention is drawn particularly to clause 13 which excludes and limits Deseo’s liability.
In these conditions;
“Seller” means Crestwood UK Limited (Company No. 6705661), whose registered office is at 52 High Street, St. Martin’s, Stamford, Lincolnshire PE9 2LG;
“Buyer” means the person whose order for Goods is accepted by the Seller;
“Goods” means the goods (including any instalment or any parts of them) which the Seller is to supply in accordance with these conditions as ordered by the Buyer;
“Site” means the Seller’s website at deseo_website_url ; and
References to “written” or “in writing” include fax and email communications.
2. Basis of sale
2.1 The Seller will sell and the Buyer will purchase the Goods in accordance with any order that the Buyer places through the Site or over the telephone and the Seller accepts.
2.2 The sale and purchase shall be subject to these conditions which shall govern the contract between the Seller and the Buyer to the exclusion of any other terms and conditions.
2.3 No variation to these conditions shall be binding unless agreed in writing by the Seller’s authorised representative.
3.1 Orders submitted by the Buyer shall be deemed to be accepted by the Seller only when confirmed in writing by the Seller.
3.2 The Buyer is responsible for ensuring the accuracy of the terms of the Buyer’s order and for giving all necessary information relating to the Goods.
3.3 The Seller reserves the right to make changes in the specification of the Goods from time to time.
4.1 The price of the Goods shall be the price which the Seller quotes from time to time on the Site as confirmed on the Seller’s confirmation of the Buyer’s order and shall be exclusive of any value added tax.
4.2 The price includes delivery unless otherwise stated.
4.3 In the event of the Buyer cancelling a part of the order in accordance with the provisions of clause 10, the Sellers reserve the right to revise the price or prices quoted for goods already delivered.
5. Samples, illustrations and use of Goods
5.1 Where samples of goods or colour charts are provided, these are submitted only as indicative of the class, size or colours of goods quoted for, are approximations only and should not be relied on as totally accurate. The description of Goods in any brochure or other promotional literature are for general guidance only, may be changed and should not be relied upon. Goods ordered will be delivered to the specification at the time of delivery which may have changed from that at the time of order.
5.2 Goods should only be used for the purpose for which they are intended and in accordance with any instructions. Use of Goods for unusual or non-approved purposes is not recommended and may be dangerous.
5.3 No employee or agent of the Seller is authorised to recommend non-approved use of any Goods and the Buyer must not rely upon any such recommendations.
5.4 If the Buyer purchases any goods for a non-approved use no liability is accepted by the Seller for their fitness for any such purpose.
6. Delivery of the Goods
6.1 The Goods will be delivered to the Buyer at the address stated on the confirmation of the Buyer’s order.
6.2 Any dates quoted for delivery of the Goods by the Seller are approximate only. And the Sellers shall not be liable for any delay in delivery of the Goods howsoever caused.
6.3 Time for delivery shall not be of the essence.
6.4 By agreement with the Seller the Goods may be collected by the Buyer from the Seller’s premises at any time after the Sellers have notified the Buyer that the Goods are ready for collection.
6.5 If the Buyer fails to take delivery of the Goods, then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage: or
6.5.2 if the Goods have not been paid for by the Buyer, to sell the Goods at the best price readily obtainable and to charge the Buyer for all reasonable storage and reselling expenses, or if the Goods have been paid for, to sell the Goods at the best price readily obtainable and to account to the Buyer for the proceeds of sale (after deducting all reasonable storage and reselling expenses).
6.6 Where Goods are offered for delivery to a site the Sellers’ obligation is to deliver as near to the site as safe hard roads permit. The Buyer is to promptly provide at its own expense the labour required for unloading and stacking.
6.7 The Sellers reserve the right to deliver goods by instalments and in such event each instalment shall be treated as a separate contract save that the delivery of further instalments may be withheld until goods contained in earlier instalments have been paid for in full.
6.8 Where goods are held by the Sellers awaiting delivery instructions, they may be subject to a storage charge. For account holding customers, payments for these goods must be made to the agreed predetermined terms; for non-account holding customers payment must be at time of ordering.
7. Defective Goods
7.1 The Seller undertakes that it will, at its option, either repair or replace defective Goods where defects are found notwithstanding the proper use of the Goods within 3 months of delivery provided that;
7.1.1 notice in writing of the claimed defects is given to us within 7 days of their appearance;
7.1.2 such defects are found to our reasonable satisfaction to have arisen solely from faulty design, workmanship or materials; and
7.1.3 The Buyer allows the Seller to collect the Goods claimed to be defective if requested by the Seller.
7.2 Any repaired or replaced goods shall be redelivered by the Seller free of charge to the original point of delivery but otherwise in accordance with these conditions of sale.
8.1 The price for the Goods shall be payable on the date stated in the Seller’s confirmation of the Buyer’s order and following receipt of an invoice from the Seller.
8.2 The discounts allowable to the Buyer are those shown on the Sellers’ quotation only, and, unless otherwise expressly agreed in writing, no other discounts or commissions are to become due or allowable to the Buyer (any previous course of dealing between the parties notwithstanding).
8.3 The Seller reserves the right to withdraw or vary credit facilities at any time by summary written notice to the Buyer without either giving any reason for so doing, or thereby incurring any liability to the Buyer.
8.4 If the Buyer takes Goods from the Sellers in excess of the Buyer’s credit limit, the Sellers may require payment in cleared funds on or prior to delivery for such excess.
8.5 If the Buyer fails to make any payment to the Seller when due then, without prejudice to any other right or remedy that the Seller may have, the Seller shall be entitled to suspend any further deliveries to the Buyer and to charge interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above the Bank of England base rate from time to time from the due date until the date of payment in full.
8.6 In the event of legal action being taken by the Seller against the Buyer for breach of payment obligations hereunder, the Buyer shall be responsible for all costs and disbursements incurred by the Seller on a full indemnity basis.
9. Risk and Property
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery. For the purpose of this clause “delivery “shall mean the arrival of the goods at the place of delivery of the Buyer where delivery is by the Seller, or the safe loading of the goods into the Buyer’s vehicles at the Seller’s premises where delivery is through collection by the Buyer.
9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
9.3 Until such time as the property in the goods passes to the Buyer, the Buyer shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Sellers for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
9.4 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold), the Sellers shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9.5 The Buyer 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 Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Sellers) forthwith become due and payable.
Contracts and orders and parts thereof may be cancelled only by the Seller’s written acceptance of such cancellation. Where the Seller accepts such cancellation the Seller reserves the right to charge the Buyer with the amount
of any losses or expenses directly or indirectly resulting from such cancellation.
11. Force Majeure
11.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of these conditions by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s control; act of God, explosion, flood, tempest, fire or accident;
11.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
11.4 import or export regulations or embargoes;
11.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Sellers or of a third party);
11.6 difficulties in obtaining raw materials, labour, fuel parts, or machinery; and
11.7 Power failure or breakdown in machinery.
The Seller shall have the right to terminate the contract forthwith where the Buyer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver or administrative receiver to be appointed or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases the price for all Goods delivered shall become immediately due and payable.
13. Exclusion and limitation of liability
13.1 The Seller’s entire financial liability in respect of;
13.1.1 any breach by the Seller of these terms; and
13.1.2 any representation, statement or tortuous act or omission
including negligence arising from the supply of the Goods;
Shall be limited to the amount paid by the Buyer for the Goods.
13.2 The Seller shall not be liable to the Buyer in any circumstances for any loss of profits, loss of business, depletion of goodwill or for any indirect, special or consequential loss.
14.1 If the Seller waives any breach by the Buyer of these conditions that waiver shall not be considered as a waiver of any subsequent breach of that or any other provision.
14.2 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
14.3 These conditions shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.