| PART
I |
| a)
Making an agreement to purchase our goods |
| •
The market in the goods is such that the specification,
description and price of individual goods can change |
| •
The invitation to you to order goods from us is
not an offer by us to sell to you goods of the specification
and description at the price indicated. |
| •
Your order is an offer to us to buy the goods of
the specification and description at the price indicated. |
| •
Wherever possible we will accept your order to buy
the goods of the specification and description at
the price indicated by e-mail and in which case
there will be a concluded agreement between you
and us. |
| •
Wherever it is not possible to accept your order
to buy the goods of the specification and description
at the price indicated we will advise you by e-mail
and offer to sell you the goods of the specification
and description at the price stated in the e-mail
and will state the period for which the offer or
the price remains valid. |
| •
You may accept our offer by e-mail within the period
stated and in which case there will be a concluded
agreement between us. |
|
b) Delivery of the goods |
| •
The price of the goods does not include delivery
by us to you |
| •
The costs of carriage and any insurance which you
direct us to incur shall be reimbursed by you and
shall be due on the date for payment of the price. |
| •
The goods shall be delivered by us to your address
and the risk in the goods shall pass to you upon
such delivery taking place. |
| •
You should note that our carrier requires immediate
notice to be given of any loss or damage to goods
and you should inspect the goods upon receipt and
report any loss or damage to the carrier immediately. |
| •
Insofar as you report any damage to goods to us
within 48 hours of delivery we will refund the price
and carriage or replace the goods at no cost to
you. |
| •
In respect of any damage to goods reported to us
after 48 hours of delivery we shall require proof
from you that the goods were damaged before receipt
by you. |
| PART
II |
| a)
Payment and Price |
| •
We shall not be bound to deliver the goods until
you have paid for them. Payment shall be due when
the agreement is made between us. Time for payment
shall be of the essence. The price due from you
is the price indicated as inclusive of value added
tax. |
| b)
Delivery |
| •
We will try to deliver the goods to you within the
time estimated for delivery. |
| •
If we are unable to do so, we reserve the right
to deliver them within 30 days beginning with the
day after the day of the agreement between us. |
| •
If we are unable to deliver the goods to you within
30 days beginning with the day after the day of
the agreement: |
|
1. we shall inform you by e-mail ; |
|
2. we shall make a further offer to you by e-mail
to sell you the goods of the specification and description
at the price stated in the e-mail and will state
the period for which the offer or the price remains
valid ; |
| 3.
unless you accept the offer we will reimburse any
sum paid by you or on your behalf under or in relation
to the agreement within a period of 30 days beginning
with the day after the day on which the time for
delivery expired. |
| c)
Your right of cancellation |
| •
The rights of cancellation set out below apply to
any agreement between you and us. |
| •
You have a right to cancel the agreement at any
time before the expiry of a period of 7 working
days beginning with the day after the day on which
you receive the goods. |
| •
You may cancel by giving us notice in any of the
following ways: |
| 1.
by a notice in writing which you leave at our address
(given above); |
| 2.
by a notice in writing which you send by post to
our address (given above); |
|
3. by facsimile to our business facsimile number
(given above); |
| 4.
by electronic mail to our electronic mail address
(given above); |
| and
the notice shall operate to cancel the agreement
between us. |
| •
If you cancel the agreement : |
| 1.
you must return the goods to us at the address given
above ; |
| 2.
the goods must be returned to us complete (please
note the definition of goods given above) ; |
| 3.
you are responsible for the cost of returning the
goods to us at the address given above ; |
| 4.
you are under a duty to take reasonable care of
the goods (including reusable packaging, manuals
etc) until they are returned to us ; |
| 5.
you are under a duty to take reasonable care to
see that they are received by us and not damaged
in transit ; |
| 6.
we will reimburse any sum paid by you or on your
behalf under or in relation to the agreement including
the costs of carriage and any insurance which you
directed us to incur. |
|
7. we will charge you the direct costs to us of
recovering any goods supplied by us if you fail
to return the goods to us. |
| d)
Our right of cancellation |
| •
If for reasons beyond our reasonable control, including
but not limited to an inability or failure on the
part of the manufacturers or suppliers of the goods
to supply the goods to us, we are unable to supply
the goods to you, we may cancel the agreement at
any time before the goods are delivered by giving
notice to you. We shall promptly repay to you any
sums paid by you or on your behalf under or in relation
the agreement. We shall not be liable for any other
loss or damage whatever arising from such cancellation. |
| e)
Statutory rights |
| •
Your right of cancellation is in addition to your
other statutory rights. |
| •
The after sales service and guarantees and the voluntary
code for the return of goods by you to us mentioned
below do not affect your statutory rights. |
| f)
Guarantees and after sales service |
| •
We guarantee that the goods will correspond with
the stated description and specification. |
| •
We guarantee that the goods will be of satisfactory
quality when delivered by our carrier. |
| •
We operate a voluntary code which appears below
for the return of goods which have failed to meet
your expectations. |
| •
Subject to you complying with the voluntary code
for the return of goods we guarantee that the goods
will remain of satisfactory quality in normal use
for 3 months following delivery and will refund
the cost of the goods or credit the cost of the
goods or replace the goods in accordance with timescale
for return of the goods set out in the voluntary
code. |
| •
The terms of any manufacturer’s guarantee and
after sales service will be included within the
documents accompanying the goods. |
| •
We are willing to provide advice to you in accordance
with the conditions below. |
| g)
Advice given by us to you |
| •
We are always prepared to offer advice about the
goods. |
| •
We know the general purpose for which you require
our goods and we will take reasonable care when
giving you any advice. |
| h)
Your responsibilities |
| •
It is your responsibility to ensure compatibility
of any goods offered for sale by us. |
| |
| |
|
Voluntary code for the return of goods by you
to us |
| This
code only applies as between you and us if you are
a consumer. |
| This
code is intended to promote good relations between
you and us. |
| The
code is entirely voluntary and does not affect your
statutory rights. |
| IMPORTANT:
In individual circumstances the provisions of
the voluntary code may be more or less favorable
to you than your statutory rights. You are free
to withdraw from the operation of the code at any
time and pursue your statutory rights. If you are
in any doubt about your statutory rights you may
wish to consult a solicitor or your local citizens
advice bureau. |
| The
Code |
| We
recognise that goods supplied by us to you may not
meet your expectations. In our experience there
are many reasons why that may happen. Examples of
those reasons include a defect in the goods at the
point of delivery to you. |
| We
are not able to establish why the goods have failed
to meet your expectations without an opportunity
of inspecting and testing the goods. |
| |
| In
any case where we agree that the problem has arisen
because of a defect in the goods at the point of
delivery to you: |
|
we will refund the cost of the goods to you if
returned within 28 days of the date of delivery; |
| in
any other case we will replace the goods or provide
you with a credit for the cost of the goods. |
|
In every case where you return goods upon the
basis that there was a defect in the goods at
the point of delivery to you we will inspect and
test the goods. |
| Insofar
as it may be established that there was no defect
in the goods at the point of delivery to you, we
reserve the right to charge you £10 as a contribution
towards the cost of inspecting and testing the goods. |
| In
any case where it is established that there was
no defect in the goods at the point of delivery
to you: |
| we
will nonetheless try to assist you in resolving
the problem |
| depending
upon the age and condition of the goods, we may
be prepared to accept the return of the goods subject
to a restocking charge and refund or credit the
balance of the costs of the goods. |
| insofar
as the age or condition of the goods is such that
we are unable to accept their return, we will redeliver
the goods to you. You agree to pay to us the reasonable
cost of re-delivering the goods to you. |
|
PART
III |
|
a)
Conditions applicable |
| •
These conditions shall apply to all contracts for
the sale of goods by us to you to the exclusion
of all other terms and conditions including any
terms or conditions which you may purport to apply
under any purchase order confirmation of order or
similar document. |
| •
All orders for goods shall be deemed to be an offer
by you to purchase goods pursuant to these conditions. |
| 1.
Acceptance of delivery of the goods shall be deemed
conclusive evidence of your acceptance of these
conditions. |
| 2.
Any variation to these Conditions (including any
special terms and conditions agreed between you
and us) shall be inapplicable unless agreed in writing
by us. |
| 3.
These terms represent the entire agreement between
you and us. |
| b)
Price and Payment |
| •
The price (unless otherwise expressly stated) shall
be exclusive of value added tax which shall be due
at the rate ruling on the date of our invoice. |
| •
Where the price is expressed to be inclusive of
value added tax we have the right to adjust the
price at any time before delivery to take account
of any increase in value added tax. |
| •
Payment of the price and value added tax shall be
due within 30 days of the date of the date of the
invoice. Time for payment shall be of the essence. |
| •
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 5% above Barclays
Bank plc’s base rate from time to time in force
and shall accrue at such a rate after as well as
before any judgment. |
| •
If you fail to make any payment on the due date
then without prejudice to any of our other rights
we may: |
| 1.
suspend or cancel deliveries of any articles due
to you; and/or |
| 2.
appropriate any payment made by you to such of the
goods (or goods supplied under any other contract
with you) as we may in our sole discretion think
fit. |
| c)
No set off |
| You
may not withhold payment of any invoice or other
amount due to us by reason of any right of set off
or counterclaim which you may have or allege to
have or for any other reason whatsoever. |
| d)
Delivery and non-delivery of goods |
| •
The goods shall be delivered to you at our address.
The risk in the goods shall pass to you upon such
delivery taking place. |
| •
We shall arrange for carriage of the goods to your
address. The costs of carriage and any insurance
which you reasonably direct us to incur shall be
reimbursed by you without any set-off or other withholding
whatever and shall be due on the date for payment
of the price. The carrier shall be deemed to be
your agent. |
| •
We shall not be liable for any loss or damage whatever
due to failure by us to deliver the goods or any
of them promptly or at all. |
| •
Notwithstanding that we may have delayed or failed
to deliver the goods or any of them promptly you
shall be bound to accept delivery and to pay for
the goods in full provided that delivery shall be
tendered at any time within 3 months of the agreement. |
| e)
Retention of title by us |
| •
The goods shall be at your risk as from delivery. |
| •
In spite of delivery having been made property in
the goods shall not pass to you until: |
| •
you have paid the price plus value added tax in
full; and |
|
• no other sums whatever shall be due from
you to us. |
| •
Until property in the goods passes to you the goods
and each of them shall be held by you on a fiduciary
basis as bailee for us. |
| •
You shall store the goods (at no cost to us) separately
from all other goods in your possession and marked
in such a way that they are clearly identified as
our property. |
| •
Notwithstanding that the goods (or any of them)
remain our property you may sell or use the goods
in the ordinary course of your business at full
market value for our account. Any such sale or dealing
shall be a sale or use of our property by you on
you own behalf and you shall deal as principal when
making such sales or dealings. |
| •
Until property in the goods passes from us the entire
proceeds of sale or otherwise of the goods shall
be held in trust for us and shall not be mixed with
other money or paid into any overdrawn bank account
and shall be at all material times identified as
our money. |
| •
We shall be entitled to recover the price (plus
value added tax) notwithstanding that property in
any of the goods has not passed from us. |
| •
Until such time as property in the goods passes
from us you shall upon request deliver up to us
such of the goods as have not ceased to be in existence
or resold. If you fail to do so we may enter upon
any premises owned occupied or controlled by you
where the goods are situated and repossess the goods.
You authorise us to repossess the goods from any
other premises where the goods may be situated from
time to time provided always that we have the consent
of the person who owns, occupies or controls such
premises to enter thereon. On the making of a request
by us to you to deliver up such goods your rights
to sell, use or otherwise deal with the goods shall
cease. |
| •
You shall not pledge or in any way charge by way
of security for any indebtedness any of the goods
which are our property. Without prejudice to our
other rights, if you do so all sums whatever owing
by you to us shall forthwith become due and payable. |
| •
You shall insure and keep insured the goods to the
full price against ‘all risks’ to our
reasonable satisfaction until the date that property
in the goods passes from us, and shall whenever
requested by us produce a copy of the policy of
insurance. Without prejudice to our other rights,
if you fail to do so all sums whatever owing by
you to us shall forthwith become due and payable. |
| •
You shall promptly deliver the prescribed particulars
of this contract to the Registrar in accordance
with the Companies Act 1985 Part XII as amended.
Without prejudice to our other rights, if you fail
to do so all sums whatever owing by you to us shall
forthwith become due and payable. |
|
f) Acceptance of the goods |
| •
You shall be deemed to have accepted the goods
3 days after delivery to your carrier. |
| •
After acceptance you shall not be entitled to
reject goods which are not in accordance with
the contract. |
| g)
Rejection of the goods |
| •
If you properly reject any of the goods which are
not in accordance with the contract you shall nonetheless
pay the full price for such goods unless you return
such goods to us at your cost before the date when
payment of the price is due. |
| h)
Return of goods which are in accordance with the
contract |
| •
No goods delivered to you which are in accordance
with the agreement will be accepted for return by
us without our prior written approval (in accordance
with our returns authorisation procedure) and on
terms to be determined at our absolute discretion. |
| •
If we agree to accept any such goods for return
you shall be liable to pay a handling charge of
(10%) of the invoice price. Such goods must be returned
by you to us carriage-paid and in the original packaging. |
| •
Goods which are in accordance with the agreement
and are returned without our prior written approval
may at our absolute discretion be returned to you
or stored at your cost without prejudice to any
other rights or remedies we may have. |
|
i) Variations in description or specification |
| •
We may deliver goods of a different description
or specification from that agreed and as may be
required to comply with any applicable safety
or statutory requirements or which do not materially
affect the quality or fitness for purpose of the
goods. |
| j)
Limitations upon our liability to you |
| •
Our liability to you for any breach of contract
or negligence (save and except our liability for
negligence for death or personal injury) shall be
limited to the price of the goods together with
any expenses incurred by you in notifying us and
returning the goods to us. |
| •
We shall not be liable for any consequential loss
including without limitation any loss caused by
interruption of your business, loss of electronic
information or physical damage to property and whether
directly or indirectly caused by any breach of contract
or by negligence by us or by any servant or agent
of ours. |
| •
We recommend that as a matter of good business practice
you maintain insurance and that you maintain a back
up system and that you back up your electronic information. |
| h)
Choice of law and jurisdiction |
| •
This contract is subject to the law of England and
Wales. |
| •
All disputes arising out of this agreement shall
be subject to the exclusive jurisdiction of the
courts of England and Wales. |
| •
If any part of these terms and conditions shall
be found to be unlawful, it shall not affect the
validity or enforceability of the remainder of the
conditions. |
