1 DEFINITION
In these conditions all references to the Company are to Trade Price Beds and all references to the Buyer are to the person who buys or agrees to buy the Goods from the Company. All references to the Goods are to the Goods mentioned on the Sales Order form issued by the Company to the Buyer. Any references to the Goods shall, where appropriate include a reference to part of them.

2 GENERAL
2.1 Unless otherwise agreed in writing by the Company, these conditions shall override and exclude any other terms or conditions stipulated or incorporated or referred to by the Buyer whether in the order or in negotiations or in any course of dealing established between the Company and the Buyer.

2.2 Except for a Director or Sales Manager of the Company no employee, servant or agent of the Company has any authority whatsoever to amend, vary, modify or waive any of the conditions herein.

2.3 Except for a Director or Sales Manager, no employee, servant or agent of the Company has any authority whatsoever to make or give any representation or warranty in relation to the Goods.

2.4 No order is binding on the Company until accepted by the Company’s issue of a Sales Order.

3 PRICE
3.1 The price for the Goods is as stated on the Company’s Sales Order and unless otherwise stated thereon includes VAT.

3.2 Unless otherwise stated on the Sales Order, carriage costs to any destination in the British Isles are calculated when a product is purchased at Trade Price Beds website.

3.3 In addition to the price, the Buyer shall pay forthwith against invoices, the Company’s reasonable charges for any additional work and materials supplied.

4 DELIVERY
4.1 Delivery of the Goods shall be made by the Company delivering them to the place of delivery agreed between the Company and the Buyer or if no such place is agreed, to the Buyer’s place of business.

4.2 If the Buyer fails to take delivery of the Goods in accordance with clause 4.1 or fails to give the Company adequate delivery instructions or 4.2.1 where Goods are to be delivered in accordance with call-offs made by the Buyer and the Buyer has not completed calling off Goods within 6 months of the Company’s invoice, then the Company may terminate the contract by giving not less than 14 days notice in writing to the Buyer.

4.2.1 store the Goods until actual delivery to the Buyer or until the Goods are disposed of under Clause 4.2.2. The Buyer shall be liable for the costs of storage and insurance of the Goods under this Clause.

4.2.2 sell the Goods at the best price readily obtainable. The Buyer shall be liable to pay the costs of the sale. Furthermore, if the Goods are sold for less than the price, payable by the Buyer, the Buyer shall be liable to pay the Company the difference in price. This does not affect any other right or remedy the Company may have.

4.2.3 any delivery date given is approximate only and the Company shall not be liable for any delay in delivery of the Goods however caused. Time of delivery shall not be of the essence of the contract.

4.3 The Company reserves the right to make delivery by instalments and to issue a separate invoice in respect of each instalment. Each delivery shall constitute a separate contract.

5 PAYMENT
5.1 The Company will invoice the Buyer for the price of the Goods on or at anytime after the Seller delivers or tenders delivery of the Goods to the Buyer.

5.2 Unless otherwise agreed in writing, the Buyer shall pay the price of the Goods before delivery or when the goods are delivered following the day on which the invoice for the Goods is issued. The time of payment of the price shall be of the essence of the contract.

5.3 The Company shall be entitled to charge interest at the rate of 3% over the base rate of HSBC bank plc from time to time enforced on all overdue payments from the due date for payment until payment in full is received whether before or after judgment has been entered.

5.4 In the event of a cancellation with out due reason, the Company shall charge an administration cost of 15% of the total order value (Including any delivery and/or disposal charges). In the case that cancellation is in somepart down to the fault of the Company, the Company shall waiver the 15% charge.

6 OWNERSHIP AND RISK
6.1 Subject to the power given to the Buyer by this condition, sole and absolute ownership in the Goods shall remain vested in the Company until all amounts relating to Goods supplied by the Company to the Buyer under this or any other contract, have been paid in full and the Company retains the right of disposal of the Goods until ownership passes under this condition.

6.2 Subject to condition 7.4 the Buyer may at any time after delivery, use or sell the Goods in the ordinary course of business even though the amount invoiced for the Goods has not been paid in full.

6.3 Until ownership in the Goods passes to the Buyer, it shall hold them as bailee in a fiduciary capacity to the Company and

6.3.1 shall upon request promptly inform the Company of the location of the Goods.

6.4 In the event of the Buyer defaulting in payment in any amount due to the Company (whether under this contract or any other) for 7 days or (whether or not any agreed credit period has expired), if the Buyer ceases or threatens to cease to carry on trading or passes; or calls a meeting to pass a resolution for winding up; or if a receiver or administrator is appointed of any of the Buyer’s assets; or if a winding up petition is presented then the Buyer shall forthwith cease to use or otherwise dispose of the Goods not than used, disposed of or sold and shall upon demand forthwith deliver up to the Company any of the Company’s Goods in the Buyers possession or under its control.

6.5 On making such a demand as in Clause 7.4, the Company shall be entitled without incurring any liability to the Buyer to enter the Buyer’s premises or any other premises where the Company’s Goods are located to inspect the Buyer’s stocks and to remove and resell such of the Company’s Goods as are to be found there.

6.6 Nothing in this condition shall give the Buyer the right to return the Goods without the Company’s consent.

6.7 Risk in the Goods shall pass to the Buyer on delivery in accordance with Clause 4.1.

7 LIABILITY
7.1 The Buyer shall carefully examine the Goods immediately on delivery of them and shall notify the Company in writing of any short delivery or any defects reasonably discoverable on careful examination. This notification must be received by the Company within 7 days commencing with the day of delivery to the Buyer. In the absence of notification, the Company excludes all liability in respect of any short delivery or defect.

7.2 In respect of any special order (i.e. for Goods not mentioned on the Company’s price list) the Company may deliver

i) up to 10% more or less than the order in weight or volume.

ii) up to a maximum of 10% of the order in seconds at a discount rate shown in price lists which in either case the Buyer will accept in performance of the contract.

7.2.1 The Buyer shall notify the Company as soon as practical and where possible shall afford the Company an opportunity to inspect the Goods before they, or any other Goods into which they have been incorporated, have been further processed, treated or otherwise dealt with.

7.2.2 On request, the Buyer shall at the Buyer’s expense, return the defective Goods to the Company.

7.3 Except in respect of death or personal injury caused by the Company’s negligence, clauses 7.1and 7.2 shall constitute the Company’s entire liability to the Buyer in contract or tort and the following are therefore excluded:

7.3.1 All other conditions, warranties or terms whether expressed or implied by statute or common law and whether or not involving negligence on the part of the Company, its employees or agents.

7.3.2 Any duty of care.

7.3.3 In particular the Company shall not be liable for any consequential or indirect loss suffered by the Buyer. Non exhaustive illustrations of indirect loss would be loss of profit, loss of contract, damage to the Buyer’s property or property of any third party and personal injury to any third party other than that caused by the Company’s negligence.

7.4 The Buyer accepts that it is their responsibility to insure against the risks noted in Clause 7.3.

7.5 The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control.

7.5.1 Non-exhaustive illustrations include Act of God, War, Riots, Explosion, Abnormal Weather Conditions, Fire, Flood, Government Action, Strikes, Lock Outs, Delays by Suppliers, Accidents, Shortage of Material, Labour or Manufacturing Facilities.

7.5.2 If the Company is prevented from delivering in the above circumstances, it shall notify the Buyer of the fact in writing as soon as reasonably practical after the circumstances arise.

7.5.3 If the circumstances preventing the delivery are still continuing in three months from and including the date the Company sent such notice, then either party may give written notice to the other cancelling the contract. Such written notice must be received while the circumstances are still continuing.

7.5.4 If the contract is cancelled in this way, the Company shall refund any payment which the Buyer has already made on account of the price subject to deduction of any amount which the Company is entitled to claim from the Buyer) but the Company accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver.

8 INSOLVENCY
If the Buyer:

8.1 Being a Company,

8.1.1 has a petition presented for its winding up: or

8.1.2 passes a resolution for a voluntary winding up (other than for the purposes of a bona fide amalgamation or reconstruction ) ;or

8.1.3 enters into a voluntary arrangement with its creditors; or

8.1.4 becomes subject to an administration order; or

8.1.5 has a receiver appointed of all or any of its assets; or

8.2 Being an individual or firm,

8.2.1 becomes bankrupt or insolvent; or

8.2.2 enters into a enters into a voluntary arrangement with creditors; then the seller shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately, regardless of any previous agreement with the Company.

9 INDEMNITY
9.1 The Buyer will indemnify the Company in respect of any claim made upon them by third parties arising out of this contract including all claims alleging negligence on the part of the Company, its servants or its agents. The Buyer will also indemnify the Company in respect of all legal costs paid by them in connection with defending any such claim as mentioned above.

9.2 Without prejudice to the generality of the above, the Buyer shall indemnify the Company against all liability including the cost of defending unsuccessful actions arising as a result of work done of Goods supplied by the Company in accordance with the Buyer’s specifications, instructions or designs and which infringe all, or are alleged to infringe, any patent, trademark, copyright or other intellectual property right of any third party.

9.3 All samples and specifications supplied by the Company are the Company’s exclusive property and may not be copied or used without the Company’s prior consent.

10 JURISDICTION
10.1 This contract is subject to English law and the Buyer shall submit to the jurisdiction of the English Courts.