Terms & Conditions of Sale: October 2012
1. DEFINITION CLAUSE
1.1 The “seller” means CJY Global Ltd t/a Novus Imports (CJY).
1.2 The “goods” means all items which the buyer agrees to buy from the seller.
1.3 The “buyer” means the person who buys or agrees to buy the goods from the seller.
1.4 The “contract” means a contract for the sale of goods by the seller to the buyer.
1.5 The singular shall include the plural and vice versa. The male, female and neutral pronouns shall
be interchangeable. Headings are for convenience only and do not affect the construction and/or the
interpretation of these conditions.
2.1 Orders are only accepted from persons acting in the course of business subject to these
Conditions of Sale and the seller shall not be bound by any other terms, written, oral or implied, or
which are conditions customary in the trade and whether contained in the buyer’s order forms or not.
These conditions shall apply unless expressly varied by the seller in writing.
2.2 Failure by the seller at any time to require the performance of any
provision of the contract shall in no manner affect the rights of the seller to enforce such provision at
a later time.
2.3 No order is deemed to be accepted nor any contract made with the seller until the seller has
accepted the order. No order shall be cancelled either in whole or in part without the seller’s written
2.4 In addition to the rights and remedies contained in these conditions, the seller shall have all the
rights and remedies afforded to a seller pursuant to any rule of law. All rights and remedies of the
seller under the conditions shall be cumulative and not in the alternative.
2.5 The contract and the rights granted under the conditions shall not be assigned by the buyer
without the prior written consent of the seller. Any assignment or purported assignment by the buyer
shall be wholly void and ineffective unless made in conformity with this condition.
2.6 Deposits paid are non-refundable and act as CJY's insurance against bad debt.
All new accounts will be required to pay for their first two orders on a proforma basis, preferably by bank
transfer/BACS. Customers can then apply for a trade account using the official CJY form provided.
Approved accounts are net and payment is due 30 days from the date of invoice unless otherwise
agreed by the seller & the buyer in writing. Time for payment shall be of the essence. CJY reserve
the right to charge Interest on overdue invoices which shall accrue from the date when payment
becomes due until the date of payment at a rate of 2% per annum above HSBC base rate from time
to time in force as well after as before any judgment.
4. DELIVERY & RISK
4.1 Although the seller shall make every effort to deliver on the date in the contract, time for delivery
shall not be of the essence and the seller shall not be liable for any loss or damage resulting from any
delay in delivery.
4.2 The seller may deliver the goods by separate instalments. Each separate instalment shall be
invoiced and paid for in accordance with the contract provisions. The seller reserves the right to not
deliver separate instalments if the value is less than £100, these instalments will be held until such
time as further goods are added to the order or new orders are placed which meet the minimum
requirement, should instalments be held for over a period of 90 days the seller reserves the right to
cancel them. Failure of the buyer to pay for any or more of the said instalments of the goods on the
due dates shall entitle the seller:
4.2.1 without notice to suspend further deliveries of the goods pending payment by the buyer; and/or
4.2.2 to treat the contract as repudiated by the buyer.
4.3 If the buyer refuses to accept delivery, the goods may be stored by the seller at the buyer’s risk
and expense until the buyer accepts delivery.
4.4 The place of delivery shall be at the seller’s premises or as the seller shall otherwise nominate. If the
buyer so requests and pays the charges provided for in Condition 7, the seller shall arrange delivery
to the buyer, but this shall be at the buyer’s risk. The risk of loss or damage to goods shall pass to
the buyer when the goods are released by the seller to the carrier authorised to deliver the goods.
The buyer shall be responsible for all costs of insurance of the goods from the time that risk of loss or
damage passes to the buyer.
6 RETURN CLAIMS & EXCLUSIONS
6.1 The seller warrants that the goods will correspond with their description at the time of delivery.
6.2 Breakages and shortages must be notified in writing within three days of receipt, otherwise
responsibility cannot be accepted. Damaged goods must be notified in writing within 3 days of
receipt. The seller’s liability shall be limited to, at the seller’s option, replacing the goods or refunding
the price of the goods. Under no circumstances shall the liability of the seller exceed the price of the
goods. Replacements for damaged goods will be charged and credit issued on the return of the
damaged goods to the seller in the original packaging. The seller will not accept returned goods
without prior written agreement. Goods returned without such prior agreement will not be credited by
the seller who will not be liable for any costs involved. Any goods returned without prior written
authorisation will be subject to a handling and testing charge of 20% and must be in perfect
condition and original packaging, otherwise they may at the option of the seller be returned for which
an additional carriage charge may be made. Any claim must include the original invoice number,
Product Item code, nature of the fault/damage. CJY reserve the right not to process
notifications/claims received after 30 days of the date stated on the invoice. Credits not taken within
6 months must be set against a new order.
6.3 Mirrors - Credit for faulty or damaged mirrors and furniture will only be authorised after a CJY
representative has inspected the goods with the original packaging. Where the company is in error
and has authorised a collection this will be arranged at the company’s expense.
6.4 Nothing in these conditions shall limit or exclude the seller’s liability for personal injury or death
caused by its negligence.
6.5 (Save as expressly provided in these conditions) all terms, conditions and warranties (whether
implied by statute or otherwise or made expressly) whether by the seller or its servants or agents or
otherwise relating to the quality and/or fitness for purpose of the goods are excluded.
We now accept any size order. The carriage for each individual order will vary according to size.
Whilst every endeavour will be made to deliver at the prices quoted, the seller reserves the right to
invoice at the price ruling at the date of delivery.
The price is exclusive of VAT which shall be due at the rate ruling at the date of the seller’s invoice.
9. PRODUCT INFORMATION
Although the seller shall use its best endeavours to ensure that the information contained on the
seller’s catalogue or on its website is correct at the time of going to press, the seller shall not be
under any liability for any damage, loss or expense resulting for any error or omission contained in
the seller’s catalogue or on its website.
All measurements given are approximate.
10. DESIGN CHANGES AND SAMPLES
The seller’s policy is one of continuing development and improvement. Consequently, the seller
reserves the right to change or amend specifications without prior notice. Notwithstanding that any
sample may have been produced or supplied by the seller all sales shall be sales by description only
and not by sample.
11. RETENTION OF TITLE
11.1 In spite of delivery having been made property in the goods shall not pass from the seller until
payment in full of the price by the buyer.
11.2 Notwithstanding delivery, property in the goods shall
not pass from the seller until all other sums owed by the buyer to the seller have been paid in full.
11.3 Until payment in full for the goods, the buyer shall hold the goods on a fiduciary basis as bailee
for the seller. The buyer shall store the goods separately from all other goods in its possession and
marked in such a way that are clearly identified as the seller’s property.
11.4 Whilst the buyer has the right to dispose of the goods in the ordinary course of business on a
bona fide sale without notice to the seller’s rights hereunder, the entire proceeds of sale or otherwise
of the goods shall be held in trust for the seller until payment in full for the goods.
11.5 Until payment in full for the goods the buyer hereby grants to the seller the right to enter any
premises where the goods are stored in order to
re-possess or inspect them.
11.6 The buyer appoints the seller as his agent with full authority to execute on his behalf any
document or instrument which may be required in order to perfect the seller’s title and interest in the
11.7 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 seller’s property, 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 seller)
forthwith become due and payable.
12 BREACH AND INSOLVENCY
If the buyer breaches any condition of these conditions or the contract or becomes subject to an
Administration order or becomes bankrupt or has a receiver appointed for or distress is levied on any
part of its assets or business or goes into liquidation or makes any composition with its creditors, the
seller shall be entitled (whether in respect of this contract or any other) to:
12.1 withhold any further deliveries to the buyer and/or cancel the contract without any liability;
12.2 appropriate any payments made by the buyer to such of the goods (whether supplied under
this contract or any other) as the seller shall think fit;
12.3 immediate payment of all such sums whatever owing by the buyer to the seller notwithstanding
any previous agreement to the contrary; and/or
12.4 exercise any of its rights pursuant to Clause 11.
13 FORCE MAJEURE
The seller shall not be liable for any default due to any act of God, war, strikes, lock-outs or other
industrial action, difficulties in obtaining labour or parts, governmental or other restrictions or
regulations or other event beyond the reasonable control of the seller.
14 PROPER LAW AND JURISDICTION
All disputes arising out of or in connection with the contract shall be governed by English law and the
buyer accepts the jurisdiction of the Courts of England.