THE CUSTOMER SHOULD PAY SPECIFIC ATTENTION TO CONDITIONS 4, 5, 6, 8, 9, 10 & 11
The following definitions, unless the context requires otherwise, and rules of interpretation in Condition 1 shall apply to these Conditions:
Account: the credit account (if any) provided to the Customer by Coomers;
Additional Terms: any terms varying or adding to the Conditions that are included within the order acknowledgement or otherwise agreed in writing by Coomers;
Contract: any contract between Coomers and the Customer for the purchase of Goods and/or Services by the Customer from Coomers in accordance with and subject to the Conditions and Additional Terms;
Customer: the person, company or other type of organisation that enters into a Contract, in accordance with and subject to the Conditions, to purchase Goods and/or Services from Coomers;
Goods: any goods Coomers agrees to supply to the Customer under a Contract;
Price: is defined in Condition 7.1;
Coomers: Coomers Limited, a company registered in England and Wales (CRN: 1399398), whose registered office is at 5 Woolmer Way, Bordon, Hampshire GU35 9QE;
Services: any services Coomers agrees to supply to the Customer under a Contract; and
Special Orders: any Goods not usually stocked by Coomers and ordered specifically for the Customer, any Goods designed and manufactured to meet the Customer’s specifications and any Goods that are by their nature perishable.
1.1 References to the masculine include the feminine and the neuter, the singular include the plural and, in each case, vice versa. Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application or re-enactment and includes any subordinate legislation made under it.
1.2 Headings do not affect the interpretation of the Conditions.
2. APPLICATION OF TERMS
2.1 Subject to Condition 2.2, the Conditions apply to all Contracts to the exclusion of all other terms and conditions. No terms or conditions of the Customer (whether endorsed on, delivered with, or contained in the Customer’s purchase order or other documents) shall form part of any Contract and any attempt by the Customer to exclude, vary or limit any Conditions shall be void.
2.2 Any variation to the Conditions, and any representations about the Goods and/or Services, shall have no effect and shall not form part of the Contract unless agreed in writing by Coomers.
2.3 Coomers may provide the Customer with an oral or written quotation. A quotation so provided is an invitation to treat by Coomers to supply the Goods and/or Services, subject to the Conditions, to the Customer. A quotation is valid for 30 days from its date, provided that Coomers has not previously withdrawn it.
2.4 An acceptance of a quotation or the placing of an order by the Customer shall be deemed to be an offer, subject to the Conditions, to purchase the Goods and/or Services stated therein from Coomers. No quotation accepted or order placed by the Customer shall be deemed to be accepted by Coomers until Coomers confirms acceptance orally or in writing.
2.5 No binding Contract will come into existence until an order acknowledgement is given by Coomers in accordance with Condition 2.4 or, if earlier, by Coomers delivering the Goods or commencing performance of the Services (whichever is the earlier).
3.1 The quantity and description of the Goods and/or Services is set out in Coomers’ quotation and/or order acknowledgement and the Contract.
3.2 All descriptions, drawings, specifications, technical data and illustrations and any advertising or other materials issued by Coomers, or contained in Coomers’ brochures or website, are approximations and for information purposes only, should not be relied on by the Customer as precise or construed literally and shall not form part of the Contract.
3.3 Coomers reserves the right to change any descriptions, drawings, specifications, technical data, illustrations, brochures, advertising materials, its website and any other materials provided at any time without notice.
3.4 The Customer acknowledges that Goods are supplied on the understanding that there may be slight dye and/or shade variations and that the finish of Goods containing natural products or materials (such as wood) or leather products may vary from sample to sample and product to product, may not be uniform in colour or texture and may contain grain variations, natural marks and scars. Any such natural variations shall not be a defect for the purposes of Condition 10.2. Unless agreed otherwise, no Contract shall be a sale by sample.
4.1 Unless otherwise agreed in writing by Coomers, delivery of the Goods and/or Services shall take place at the Customer’s premises or the delivery address set out in the Contract and/or Account application form or Coomers’ premises (“Delivery Point”).
4.2 Coomers will endeavour to deliver the Goods as near as possible to the Delivery Point as a safe hard road permits but reserves the right to refuse to deliver the Goods at the Delivery Point if Coomers’ driver or the carrier reasonably considers the Delivery Point is unsuitable for delivery.
4.3 Unless agreed otherwise, Goods will be delivered free of charge where orders are over £100 and will be delivered on weekdays and/or Saturday mornings during normal working hours. Coomers reserves the right to levy an additional charge where the Customer requests that the Goods are delivered in instalments or outside normal working hours or on Sundays or Bank Holidays.
4.4 Coomers will endeavour to deliver the Goods and perform the Services by the date specified by Coomers or, if none is specified, within a reasonable period of time. However, any such specified date is an estimate only and it is hereby expressly agreed that time for delivery shall not be, and shall not be made by notice, of the essence.
4.5 Coomers’ record of the delivery date and/or completion date and description of the Goods delivered to, and/or Services performed for, the Customer shall be conclusive evidence of such, unless the Customer can provide conclusive contrary evidence.
4.6 Coomers may deliver the Goods by separate instalments, which shall be invoiced and paid for separately and in accordance with the provisions of the Contract. Each separate instalment shall be a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
4.7 If the quantity of Goods delivered to the Customer is up to 5% more or less than the quantity ordered the Customer must notify Coomers, is not entitled to reject all or any of the Goods for this reason and shall, unless agreed otherwise by Coomers, pay for any surplus or shall be issued with a credit note for any shortfall at the pro rata Contract rate.
4.8 If for any reason the Customer fails to accept delivery of any of the Goods when the Goods are delivered to the Customer, or within 24 hours of notification that the Goods are ready for delivery, wishes to delay delivery, or Coomers is unable to deliver the Goods because the Customer has not provided appropriate instructions, access, documents or authorisations:
(a) the Goods will be deemed to have been delivered; and
(b) Coomers may store the Goods until actual delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance costs).
4.9 If the Customer has not taken/accepted delivery of the Goods within 10 days of the notification that the Goods are ready for delivery, Coomers may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, insurance and selling costs, account to the Customer for any excess over or charge the Customer for any shortfall in the Price.
5. CUSTOMER’S OBLIGATIONS AND WARRANTIES
5.1 The Customer warrants that it has the necessary authority to enter into the Contract. The Customer warrants that all the information provided to Coomers is true and accurate and acknowledges that Coomers is relying upon such information in relation to the provision of the Services.
5.2 The Customer agrees to co-operate fully with Coomers and provide any assistance required to supply the Goods and/or Services, in particular, but without limitation, the Customer agrees to do the following at its own expense:
(a) notify Coomers as soon as possible if Coomers fails to deliver the Goods on the agreed delivery date or delivers the wrong Goods;
(b) provide adequate and appropriate equipment and suitably trained and competent people at the Delivery Point to unload the Goods at a reasonable speed. If Coomers’ or its carrier’s delivery vehicle is kept waiting for an unreasonable time, is unable to complete delivery or if Coomers’ has to provide staff to unload the Goods an additional charge may be made; and
(c) inspect and check the Goods on delivery to ensure that they conform to the Contract and the Customer’s requirements; and
(d) sign the delivery note (or the equivalent documentation of a carrier) on delivery to confirm that the Goods are as ordered