A. DEFINITIONS
a.1 In these Conditions:
 
“BUYER” means the person who accepts a quotation of theCompany for the sale of the Goods or whose order for the Goods isplaced with and accepted by the Company.

“GOODS” means the Goods (including any instalment ofthe Goods or any parts for them)which the Company is to supply inaccordance with these Terms.

“COMPANY” means E shop Supplies.

“TERMS” means these terms and conditions of sale and(unless the context otherwise requires) includes any special Termsor Conditions agreed in writing between the Buyer and theCompany.

B. THE SALE
b.1 The Company shall sell and the Buyer shall purchase Goods inaccordance with any quotation or verbal price given by the Companywhich is accepted by the Buyer, or any written order of the Buyerwhich is accepted by the Company, subject in either case to theseTerms, which shall govern the Contract to the exclusion of anyother terms and conditions.

b.2 No variation to these Terms shall be binding unless agreed inwriting between authorised representatives of the Buyer and theCompany.

b.3 Any recommendation or advice given by the Company or itsemployees/agents to the Buyer or its employees or agents as to thestorage, application or use of the Goods or Services which is notconfirmed in writing by the Company is acted upon entirely at theBuyer’s own risk the Company shall not be liable for anysuch recommendation or advice which is not so confirmed.

b.4 The Company’s employees or agents are not authorised tomake any representations concerning the Goods unless confirmed bythe Company in writing and signed by an officer of the Company. Inentering into the Contract the Buyer acknowledges that it does notrely on, and waives any claims or breach of any suchrepresentations which are not so confirmed.

C. ORDERS, SPECIFICATIONS and DESIGNS
c.1 No order placed by the Buyer shall be deemed to be accepted bythe Company unless and until confirmed in writing by theCompany’s authorised representative.

c.2 The Buyer shall be responsible to the Company for ensuring theaccuracy of the Terms of any order submitted by the Buyer, and forgiving the Company any necessary information relating to the Goodswithin a sufficient time to enable the Company to perform theContract in accordance with the Terms.

c.3 The quantity, quality and description and any specification forthe Goods shall be those set out in the Company’squotation or the Buyer’s orders.

c.4 All drawings prepared by the Company shall remain the propertyof the Company. No copies may be taken without the Company’sconsent. The Company reserve the right to charge for drawings,specifications and quotations.

c.5 No order accepted by the Company may be cancelled by the Buyerexcept with the agreement in writing of the Company and on Termsthat the Buyer shall indemnify the Company in full against all loss(including loss of profits), costs (including the cost of alllabour and materials used), damages, charges and expenses incurredby the Company as a result of cancellation. Any deposit paid to theCompany will not be refundable to the extent it represents theCompany’s reasonable estimation of its losses.

D. PRICE
d.1 Except as otherwise stated under the Terms of any quotation ofthe Company all prices are given by the Company on an ex-worksbasis, and where the Company agrees to deliver the Goods otherwisethan at the Company’s premises, the Buyer shall be liable topay the Company’s charges for transport, packaging andinsurance.

d.2 If the Company incurs any costs (including storage charges) asa result of the Buyer’s neglect or default, the Buyer shallpay these costs in addition to the price.

d.3 The Company reserves the right, by giving notice to the Buyerat any time before delivery, to increase the price of the Goods toreflect any increase in the costs to the Company which is due toany factor beyond the control of the Company (such as, withoutlimitation, a foreign exchange fluctuation, currency regulation,authorisation of duties, significant increase in both costs ofsubcontract labour, materials or any other costs of manufacture),or other changes in delivery dates, quantities or specificationsfor the Goods which is requested by the Buyer.

d.4 All prices are exclusive of any applicable value added tax,which the Buyer shall be additionally liable to pay to theCompany.

5. PAYMENT
d.1 The Company shall be entitled to invoice the Buyer for theprice of the Goods on or at any time after delivery of the Goods,unless the Goods are to be collected by the Buyer or the Buyerwrongfully fails to take delivery of the Goods in which event theCompany shall be entitled to invoice the Buyer for the price at anytime after the Company has notified the Buyer that the Goods areready for collection or (as the case may be) the Company hastendered delivery of the Goods.

d.2 The Buyer shall pay the price of the Goods (without anydeduction) upon delivery unless the Company have agreed to givecredit then the price shall be paid within 28 days of invoice datealthough delivery may not have taken place and the property and theGoods has not passed to the Buyer . The time of payment of theprice shall be of the essence of the Contract.

d.2 The Buyer, if purchasing via the internet, who does not hold anauthorised credit account facility with the Company will berequired to pay for the Goods prior to delivery. The Companyreserves the right to request cleared funds prior to deliverydepending on the nature and the amount of the Goods ordered.

d.3 If the Buyer fails to make any payment on the due date then,without prejudice to any other right or remedy available to theCompany, the Company shall be entitled to:  cancel thecontract or suspend any further deliveries to the Buyer,appropriate any payments made by the Buyer to such of the Goods (orthe Goods supplied under any other Contract between the Buyer andthe Company) as the Company may think fit (notwithstanding anypurported appropriation by the Buyer) and charge the Buyer interest(both before and after any judgement) on the amount unpaid at 2%above Natwest Bank Plc base rate from time to time. Such interestis deemed to accrue on a day to day basis from and including theday of payment.

E. DELIVERY
e.1 Delivery of the Goods shall be made by the Buyer collecting theGoods at the Company’s premises at any time after the Companyhas notified the Buyer that the Goods are ready for collection or,if some other place for delivery is agreed by the Company by theCompany delivering the Goods to that place.

e.2 Delivery of the Goods by the Company will be made by us or by athird party to the Buyer's door only, on the ground floor, byone person, unless otherwise agreed,however if no persons answerswhen delivery arrives the company may leave the goods with anotherperson e.g next door neighbour.

e.3 Delivery dates mentioned in any quotation, order or otherdocument are approximate only and the Company shall not be liablefor any delay in delivery of the Goods howsoever caused. Time fordelivery shall not be of the essence unless previously agreed bythe Company in writing. The Goods may be delivered by the Companyin advance of the quoted delivery date on giving a reasonablenotice to the Buyer.

e.4 Where the Goods are to be delivered in instalments, eachdelivery shall constitute a separate contract and failure by theCompany to deliver any one or more of these instalments inaccordance with the terms of sale or any claim by the Buyer inrespect of any one or more instalments shall not entitle the Buyerto treat the contract as a whole as repudiated.

e.5 If the Company fails to deliver the Goods for any reason otherthan cause beyond the Company’s reasonable control or theBuyer’s fault, and the Company is accordingly liable to theBuyer, the Company’s liability shall be limited to the excess(if any) of the cost to the Buyer (in the cheapest availablemarket) of similar Goods to replace those not delivered over theprice of the Goods.

e.6 If the Buyer fails to take delivery of the Goods or fails togive the Company adequate delivery instructions at the time statedfor delivery (otherwise than by reason of any cause beyond theBuyer’s reasonable control or by reason of theCompany’s fault) then, without prejudice to any other rightsor remedy available to the Company, the Company may: (i) store theGoods until actual delivery and charge the Buyer for the reasonablecost (including insurance) for storage; or (ii) sell the Goods atthe best price readily available and (after deducting allreasonable storage and selling expenses) account to the Buyer forthe excess over the price under the contract or charge the Buyerfor any shortfall below the price under the contract.

e.7 The Buyer is under a duty to inspect the Goods on delivery (oron collection by the Buyer, if appropriate) wherever it is possibleto do so.

e.7 If inspection is impossible the Buyer must write on thedelivery (or collection) note “Goods notexamined”.

e.7 If the Goods are found to be damaged or defective the Buyermust contact the Company within 48 hours of delivery.

F. RETURN OF GOODS
f.1 Any Goods which have been specially made or specially orderedfor a Buyer are non-returnable. Any goods accepted for return tothe Company will incur a 30% restocking charge and all carriagecharges incurred to the Company.

f.2 Any Goods which are returned will only be accepted, subject tothe above, within 7 days of delivery to the Buyer provided that theGoods are returned unused, in perfect condition and in the originalpackaging.The Company only provides business to business sales forany goods and services sold threfore no government legislationregarding sales of goods and services to the general public applyto any goods and services sold or provided.

f.3 The Buyer must contact the Company for authorisation to returnGoods. Any Goods returned to the Company without authorisation orwhich are not within the conditions set out above will be rejectedand returned to the Buyer at their cost.

G. RISK AND TITLE
g.1 Risk shall pass to the Buyer so that the Buyer is responsiblefor all loss, damage or deterioration to the goods:—

g.2 if the Company delivers the goods by its own transport or inaccordance with the specific contractual obligation arrangestransport for the goods at the time when the goods or a relevantpart thereof arrive at the place of delivery or

g.3 in all other circumstances at the time when the goods or aconsignment or other part thereof leaves the premises of theCompany or if earlier any airport or forwarding agentsoffice.

g.4 Title to the goods or any relevant part thereof shall only passto the Customer upon the happening of any one of the followingevents:—

g.5 the Customer has paid the Company all sums due and payable byit to the Company under this contract and all other prior contractsbetween the Company and the Customer or,

g.6 when the Company serves on the Customer notice in writingspecifying that title in the goods or such part thereof haspassed.

g.7 The Company may recover goods in respect of which title has notpassed to the Customer at any time and the Customer hereby licensesthe Company its officers employees and agents to enter upon anypremises of the Customer for the purpose either of satisfyingitself that Condition.

g.8 below is being complied with by the Customer or of recoveringany goods in respect of which property has not passed to theCustomer.

g.9 Until title to the goods has passed to the Customer pursuant tothe terms hereof it shall possess the goods as a bailee of theCompany on the terms of this Contract. If the Company so requiresthe Customer shall store the goods separately from other goods andshall ensure that they are clearly identifiable as belonging to theCompany.

g.10 The Customer shall only be at liberty to sell the goods or anyof them, whether in their original state of combined with othergoods, prior to the passing of title on the understanding that ifthe Customer does sell the goods then the Customer will hold thewhole of the proceeds of sale received by it including the proceedsof sale of other goods combined with the goods on trust for theCompany. The Company will after all sums owing to the Customerunder this contract and any other sums owing by the Customer to theCompany under any other contract or contracts in existence betweenthe Company and the Customer at the date of this contract (whetheror not such sums are then due for payment), have been settled outof the trust fund account to the customer for surplus sums includedin the trust fund.

H. WARRANTY
h.1 Subject to the conditions set out below the Company warrantsthat the Goods will correspond with their specification at the timeof delivery and will be free from defects in material andworkmanship for a period of twelve months from the date of theirinitial use or twelve months from delivery, whichever is the firstto expire. Replacement parts are covered of a period of threemonths on the same basis.

h.2 The above warranty is given by the Company subject to thefollowing conditions: (i) the Company shall be under no liabilityin respect of any defect in the Goods arising from any drawing,design of specification supplied by the Buyer; (ii) the Companyshall be under no liability in respect of any defects from fairwear or tear, wilful damage, negligence, abnormal workingconditions, failure to follow the Company’s instructions(whether oral or in writing) misuse or alteration or repair of theGoods without the Company’s approval or failure to allow theinstallation of the equipment by the Company’s engineers;(iii) the Company shall be under no liability under the abovewarranty (or any other warranty, condition or guarantee) if thetotal price for the Goods has not been paid by the due date forpayment; (iv) the above warranty does not supersede anymanufacturers warranty. (v) The Company shall be under no liabilityunder the above warranty if the Goods are not serviced andmaintained in accordance with manufacturers’ and Health andSafety Executive recommendations; (vi) The above warranty does notextend to any glass, door seals, bulbs and consumables supplied bythe Company as part of the Goods or otherwise. (vii) Warranty onreplacement parts is only valid provided they are fitted by thecompany's own engineers. (viii) Failure to replace parts on thebuyers insistence will carry an additional charge if found to bethe cause of the goods breaking down.

I. EXCLUSION AND LIMITATION OF LIABILITY IMPORTANT:
As the potential losses which the Buyer might suffer as a result ofany breach of contract by the Company are more readilyascertainable by the Buyer, AND since such losses can be whollydisproportionate to the contract value to enable the Company keepthe price as low as reasonably possible it is agreed that theCompany limit its liability in accordance with the followingprovisions:

i.1 Subject as expressly provided in the Terms of sale, and exceptwhere the Goods are sold to a person dealing as a consumer (withinthe meaning of the Unfair Contract Terms Act 1977), all warranties,conditions or other Terms applied by statute or common law areexcluded.

i.2 Where the Goods are sold under a transaction with a consumerthe statutory rights of the Buyer are not affected by theseconditions.

i.3 Any claim by the Buyer which is based on any defect in thequality or condition of the Goods or their failure to correspond tothe specification shall (whether or not delivery is refused by theBuyer) be notified to the Company within three days from the dateof delivery or (whether defect or failure was not apparent onreasonable inspection) within a reasonable time after discovery ofthe defect or failure if delivery is not refused and the Buyer doesnot notify the Company accordingly, the Buyer shall not be entitledto reject the Goods and the Company shall have no liability forsuch defect or failure, then the Buyer shall be bound to pay theprice as if the Goods had been delivered in accordance with thecontract.

i.4 Where any valid claim in respect of any of the Goods which isbased on any defect in the quality or condition of the Goods ortheir failure to meet specification is notified to the Company inaccordance with these Terms, the Company shall be entitled torepair or replace the Goods (or the part in question) free ofcharge or, at the Company’s sole discretion, refund to theBuyer the price of the Goods (or a proportionate part of theprice), but the Company shall have no further liability to theBuyer.

i.5 Except in respect of death or personal injury caused by theCompany’s negligence, the Company shall not be liable to theBuyer by reason of any representation or implied warranty,condition or other Term or any duty at common law or under theexpress Terms of the contract, for any consequential loss or damage(whether for loss of profit, loss of contracts, damage to propertyof the Buyer, costs, expense or other claims with consequentialcompensation whatsoever which arise out of or in connection withthe supply of the Goods, their use or re-sale by the Buyer.

i.6 The Company shall not be liable to the Buyer or be deemed to bein breach of the Contract by reason of any delay in performing orany failure to perform any of the Company’s obligations inrelation to the Goods, if the delay or failure was due to any causebeyond the Company’s reasonable control.

10.7 The company cannot be held responsible for any losses incurredby the buyer in connection with the breakdown or failure ofgoods.

J. INDEMNITY — CONSUMER PROTECTION ACT 1987 Where theCompany incurs any liability, whether by Court proceedings or by abona fide out of Court settlement (or by arbitration under Clause13.3), as a result of the claims against the Company under theConsumer Protection Act 1987 in respect of an alleged defect in theGoods, then the Buyer shall indemnify the Company against theliability.

K. TERMINATION OF CONTRACT /  or Cancellation ofGoods
k.1 If the Buyer being a Company:
has a petition presented for its winding-up, or passes a resolutionfor voluntary winding-up rather than for the purpose of a bona fideamalgamation or reconstruction, or compounds with its creditors, orhas a receiver appointed of all or any of its assets; or ceases, orthreatens to cease, to carry on business; or being an individual orpartnership: becomes bankrupt or insolvent, or enters into anyarrangements with its creditors, or ceases, or threatens to ceaseto carry on business; or in either case, commits a serious breachof this agreement (and in the case of such a breach beingremediable, or fails to remedy it within seven days after receivingnotice to do so), then the Company may treat the Contract as beingat an end. If a special order is placed then the buyer cancels thebuyer will be charged a handling fee of 50% of the totalgoods.Certain items are classed as special orders please ask whenplacing an order.

13. GENERAL
13.1 Any notice required or permitted to be given by either partyto the other under these Terms shall in writing addressed to thatother party at its registered office or principle place of businessor such other address as may at the relevant time have beennotified pursuant to this provision to the Party giving thenotice.

13.2 No waiver by the Company of any breach of the contract by theBuyer shall be considered as a waiver of any subsequent breach ofthe same or any other provision.

13.2a Any company acting on behalf of E shop supplies cannot trade directly or post mailing with customers of E Shop Supplies unless with written permission to E shop Supplies, this agreement  is between the company( E Shop Supplies) and the company acting or delivering on behalf of E Shop Supplies.

13.3 Any dispute arising under or in connection with these Terms orthe sale of the Goods shall be referred in accordance with theprovisions of the Arbitration Acts 1950–1979 and anystatutory modification or re-enactment thereof for the time beingin force to a single arbitrator to be appointed by agreementbetween the Company and the Buyer or in default of agreement by thePresident for the time being of and under the arbitration rules ofthe Chartered Institute of Arbitrators.When placing an order youare accepting these terms & conditions

13.4 The Contract shall be governed by the laws of England

13.5  The content of E Shop Supplies website is under the following copyright:

Copyright © 2008 E Shop Supplies. All rights reserved.

No content may be reproduced without permission from E Shop Supplies.