1 Definitions
In these conditions, unless the context requires otherwise:
1.1 'Buyer' means the person who buys or agrees to buy the goods from the Seller and includes its carrier when delivery is made to that carrier;
1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.3 'Delivery Date' means the date specified by the Seller when the goods are to be delivered;
1.4 'Goods' means the articles which the Buyer agrees to buy from the Seller;
1.5 'Price' means the price for the Goods excluding carriage, packing, insurance and VAT; and
1.6 'Seller' means ideasmatrix Limited.
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, con-firmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplica-ble unless agreed in writing by the Seller.
2.5 The Seller accepts the Buyer’s offer to purchase the Goods is made only when it despatches the Goods to the Seller.
2.6 Save for payment of the Seller’s invoices, time shall not be of the essence for the performance of any obligation of the contract between the Seller and the Buyer.
3 Price and payment
3.1 The Price shall be the Seller's quoted price applicable at the Delivery Date. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
3.2 Payment of the Price and VAT shall be due with order unless the Buyer has a credit account with the Seller, in which case payment must be made in accordance with the credit terms agreed. Time for payment shall in each case be of the essence. Any settlement discount offered by the Seller shall only be taken if payment is made by the due date.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% per month and shall accrue at such a rate after as well as before any judgment.
4 The Goods
4.1 The general description of the Goods shall be as set out in the Seller's website. The Seller may alter the specifications of the Goods at any time. The Seller may make part deliveries and, if it does so, each part delivery shall be deemed to be sold un-der a separate contract.
4.2 Any goods loaned to the Buyer are at the Buyer’s risk as bailee for the Seller. The Buyer will pay for loss of or damage to such goods at the prices applicable at the date the Seller is informed of it.
5 Warranties and liability
5.1 The Buyer warrants that it is not dealing with the Seller as a consumer.
5.2 The Buyer warrants that it will on resale of any item inform the purchaser of any and all instructions for its operation that may be given by the manufacturer and/or the Seller.
5.3 The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller.
5.4 The Seller will take reasonable steps to obtain for the Buyer the benefit of any warranty given by the manufacturer of the Goods, where they are sold as new.
5.5 If any new (specifically excluding Graded, Returns or clearance stock) item fails during proper and normal use within 7 days of the date of purchase, the Seller will (at the Seller’s option and expense) repair or replace it or refund the Price for it pro-vided that the Buyer returns it to the Seller (at the Buyer’s expense) otherwise in its original condition. The Seller’s returns procedure must be followed for this clause to apply.
5.6 All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
5.7 The Seller shall not under any circumstances be liable for any consequential losses suffered as a result of breach of any its warranties.
6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the Buyer's address or to the Buyer’s carrier on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer.
6.2 The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods if it has signed for the Goods “Received in good condition” or, if it has not, 72 hours after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8 Title and risk
8.1 Title shall pass on payment of the Seller’s invoice for the Goods. Nevertheless, the Seller consents to the Buyer selling the Goods in the ordinary course of its business prior to payment provided that:
8.1.1 the Seller shall hold the proceeds of such resale in a bank account separate from its other monies designated as being held on trust for the Seller;
8.1.2 if the Goods have been affixed to other goods prior to resale, clause 8.1.1 shall apply to that part of the proceeds of resale as represents the unpaid amount of the Seller’s invoice for the Goods
8.1.3 the Seller may revoke its consent at any time;
8.1.4 the Seller’s consent shall be revoked automatically if the Buyer becomes unable to pay its liabilities as and when they fall due or suffers execution to be levied on any of its goods
8.2 Risk shall pass on delivery of the Goods.
9 Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
9.4 If the Buyer claims short delivery, or that the Goods have been lost or damaged prior to delivery, it must notify the Seller within 7 days beginning with the date of dispatch. Any claims received after that period are excluded. Any claims for loss or damage in transit are limited to the amount of the carrier’s insurance cover.
9.5 If the Seller replaces any faulty item, or refunds the Price for it, the Buyer shall not receive a credit for it until the Buyer has returned that item to the Seller in its original, undamaged, packaging.
10 Proper law of contract
This contract is subject to the law of England and Wales. All disputes are subject to the exclusive jurisdiction of the courts of England.
