Distributor Terms & Conditions

LA-Z-BOY UK LTD CONDITIONS OF SALE: DISTRIBUTORS

1. In these conditions
   1. “The Goods” means the articles or things or any of them described in the Contract
   2. “The Buyer” means the person, firm or company with whom the Contract is made by the Company for the sale of the Goods
   3. “The Contract” means these Conditions of Sale, the Buyer’s order for the Goods and the Company’s acknowledgement thereof (if any) and if there shall be any inconsistency between the documents compromising the Contract they shall have precedence in the order herein listed 

GENERAL 

2. These conditions shall be deemed to be incorporated in all contracts of the Company. In the case of any inconsistency with any order, letter or form of contract sent by the Buyer, whatever their respective dates, these conditions shall prevail
3. We will make a search with a credit reference agency, we will keep a record of that search and will share that information with other businesses. We may also make enquiries about the principal directors with a credit agency

PASSING OF TITLE 

4. The Goods, including goods in transit to the purchaser, remain the property of the Company until payment is made on all sums due (including interest and charges thereon) under all contracts between the Buyer and the Company
5. Before title has passed under the terms of Clause 4, the following shall apply:
   1. The Buyer shall at its own expense keep the Goods safe and secure and shall otherwise take all reasonable steps to maintain the value of the Goods and shall store the same so that they are readily identifiable as the Company’s Goods
   2. The Buyer may not resell or otherwise alienate the Goods on its own account. However, the Buyer may sell the Goods to customers in the ordinary course of the Buyer’s business as a fiduciary and agent of the Company
   3. The Company shall be beneficially entitled to the proceeds of sale of the Goods so that the proceeds or any claim for such proceeds shall be assigned to the Company and until and subject to such assignment shall be held on trust. For that purpose, the Buyer hereby appoints the Company as attorney for and on its behalf to execute all documents and do all acts and things necessary to complete such an assignment
   4. If the Buyer becomes apparently insolvent or compounds with his or its creditors or has a liquidator, receiver or administrator appointed over all or any of its assets or carries out or undergoes any analogous act or proceeding under foreign law prior to property in any of the goods passing, the Buyer’s right to resell or otherwise deal in the Goods shall automatically terminate and the Company shall be entitled to repossess any of the Goods in respect of which title has not passed as aforesaid
   5. The Company is hereby irrevocably licensed to enter any premises in the ownership, possession or control of the Buyer at any time in order to recover the Company’s Goods where title has not passed to the Buyer. The Buyer will assist and allow the Company to identify and repossess the Goods as aforesaid and for the purpose admit or procure the admission of the Company or its employees and agents to the premises in which the Goods are situated.  The Company shall have the right to resell such Goods, such right being in addition to any power of sale arising by Operation of law or otherwise

DELIVERY

6. Unless otherwise agreed by the Company and the Buyer in writing, the Company shall deliver the Goods to the Buyer at the Buyer’s principal premises
7. The risk in the Goods shall notwithstanding Clause 3 above pass to the Buyer on delivery and the Buyer shall keep the Goods insured in the full replacement value thereof against all insurable risks
8. All dates given for the delivery of the Goods are given in good faith, but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of the Contract nor shall the Company be under any liability for any delay beyond the reasonable control of the Company
9. The Company reserves the right to deliver the goods by instalments
10. If delivery of the Goods is made by instalments, the Company reserves the right to suspend deliveries of further instalments until the purchase price of all Goods delivered or to be delivered under such contract has been received in full by the Company in cleared funds and without deduction
11. Cancellation by the Buyer must be made in writing within fourteen days after placing the order for UK-sourced product and three days for non-UK manufactured product

VAT

12. All prices quoted by the Company are exclusive of VAT unless stated otherwise

PAYMENT

13. Unless agreed by the Company in writing, all amounts are due thirty days from invoice date
14. The Company reserves the right to refuse or withdraw credit facilities at any time

DAMAGE, SHORTAGE OR LOSS

15. Claim for non-delivery must be notified to the Company within 3 days of the date of invoice. Damage or shortage must be notified to the Company in writing within 3 days of delivery
16. If the Buyer shall fail to give notice in accordance with Clause 13 above the Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods

PROPER LAW 

17. The Contract shall in all respects be governed by English Law and be deemed to have been made in England and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts