A.
DEFINITIONS
a.1 In these Conditions:
“BUYER” means the person who accepts a quotation of
the Company for the sale of the Goods or whose order for the
Goods is placed 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
in accordance 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 in
accordance with any quotation or verbal price given by the
Company which is accepted by the Buyer, or any written order of
the Buyerwhich is accepted by the Company, subject in either case
to these Terms, which shall govern the Contract to the exclusion
of any other terms and conditions.
b.2 No variation to these Terms shall be binding unless agreed in
writing between authorised representatives of the Buyer and
theCompany.
b.3 Any recommendation or advice given by the Company or its
employees/agents to the Buyer or its employees or agents as to
the storage, application or use of the Goods or Services which is
not confirmed in writing by the Company is acted upon entirely at
the Buyer’s own risk the Company shall not be liable
for any such recommendation or advice which is not so
confirmed.
b.4 The Company’s employees or agents are not authorised to
make any representations concerning the Goods unless confirmed by
the Company in writing and signed by an officer of the Company.
In entering into the Contract the Buyer acknowledges that it does
not rely on, and waives any claims or breach of any such
representations 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
the accuracy of the Terms of any order submitted by the Buyer,
and forgiving the Company any necessary information relating to
the Goods within a sufficient time to enable the Company to
perform the Contract 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’s
quotation or the Buyer’s orders. Some products may
vary in size,shape or colour from time to time. If we cannot
deliver the exact product then a similar alternative may be
used.
c.4 All drawings prepared by the Company shall remain the
property of the Company. No copies may be taken without the
Company’s consent. 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
Buyer except with the agreement in writing of the Company and on
Terms that 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
incurred by the Company as a result of cancellation. Any deposit
paid to the Company will not be refundable to the extent it
represents the Company’s reasonable estimation of its
losses.
D. PRICE
d.1 Except as otherwise stated under the Terms of any quotation
of the Company all prices are given by the Company on an ex-works
basis, and where the Company agrees to deliver any Goods
otherwise than at the Company’s premises, the Buyer shall
be liable to pay the Company’s charges for transport,
packaging and insurance.
d.2 If the Company incurs any costs (including storage charges)
asa result of the Buyer’s neglect or default, the Buyer
shall pay these costs in addition to the price.
d.3 The Company reserves the right, by giving notice to the Buyer
at any time before delivery, to increase the price of the Goods
to reflect any increase in the costs to the Company which is due
to any factor beyond the control of the Company (such as, without
limitation, 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 the
Company.
5. PAYMENT
d.1 The Company shall be entitled to invoice the Buyer for the
price 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
Buyer wrongfully fails to take delivery of the Goods in which
event the Company shall be entitled to invoice the Buyer for the
price at any time after the Company has notified the Buyer that
the Goods are ready for collection or (as the case may be) the
Company has tendered delivery of the Goods.
d.2 The Buyer shall pay the price of the Goods (without any
deduction) upon delivery unless the Company have agreed to give
credit then the price shall be paid within 28 days of invoice
date although delivery may not have taken place and the property
and the Goods has not passed to the Buyer . The time of payment
of the price shall be of the essence of the Contract.
d.2 The Buyer, if purchasing via the internet, who does not hold
an authorised credit account facility with the Company will be
required to pay for the Goods prior to delivery. The Company
reserves the right to request cleared funds prior to delivery
depending 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 a
£15 admin charge will be automatically added without notice to
the account and 3% interest on the remaining balance
until payment has been made in full,without
prejudice to any other right or remedy available to the Company,
the Company shall be entitled to: cancel the contract 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 and the
Company) as the Company may think fit (not withstanding any
purported appropriation by the Buyer) and charge the Buyer
interest (both before and after any judgement) on the amount
unpaid at 8% above Natwest Bank Plc base rate from time to time.
Such interests deemed to accrue on a day to day basis from and
including the day of payment.
E. DELIVERY
e.1 Delivery of the Goods shall be made by the Buyer collecting
the Goods at the Company’s premises at any time after the
Company has notified the Buyer that the Goods are ready for
collection or,if some other place for delivery is agreed by the
Company by the Company delivering the Goods to that place.
e.2 Delivery of the Goods by the Company will be made by us or by
a third party to the Buyer`s door only, on the ground floor, by
one person, unless otherwise agreed,however if no persons answers
when delivery arrives the company may leave the goods with
another person e.g next door neighbour. If delivery returns back
to our depot a redelivery charge may be impose.
e.3 Delivery dates mentioned in any quotation, order or other
document are approximate only and the Company shall not be liable
for any delay in delivery of the Goods whatsoever caused. Time
for delivery shall not be of the essence unless previously agreed
by the Company in writing. The Goods may be delivered by the
Company in advance of the quoted delivery date on giving a
reasonable notice to the Buyer.
e.4 Where the Goods are to be delivered in instalments, each
delivery shall constitute a separate contract and failure by the
Company 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
Buyer to treat the contract as a whole as repudiated.
e.5 If the Company fails to deliver the Goods for any reason
other than cause beyond the Company’s reasonable control or
the Buyer’s fault, and the Company is accordingly liable to
the Buyer, the Company’s liability shall be limited to the
excess(if any) of the cost to the Buyer (in the cheapest
available market) of similar Goods to replace those not delivered
over the price of the Goods.
e.6 If the Buyer fails to take delivery of the Goods or fails to
give the Company adequate delivery instructions at the time
stated for delivery (otherwise than by reason of any cause beyond
the Buyer’s reasonable control or by reason of the
Company’s fault) then, without prejudice to any other
rights or remedy available to the Company, the Company may: (i)
store the Goods until actual delivery and charge the Buyer for
the reasonable cost (including insurance) for storage; or (ii)
sell the Goods at the best price readily available and (after
deducting all reasonable storage and selling expenses) account to
the Buyer for the excess over the price under the contract or
charge the Buyer for any shortfall below the price under the
contract.
e.7 The Buyer is under a duty to inspect the Goods on delivery
(or on collection by the Buyer, if appropriate) wherever it is
possible to do so.
e.7 If inspection is impossible the Buyer must write on the
delivery (or collection) note “Goods not
examined”.
e.7 If the Goods are found to be damaged or defective the Buyer
must contact the Company within 48 hours of delivery. The Buyer
must not sign for the goods if damaged, so please check goods
before signing.
e.8 Most goods ordered
will be dispatched as soon as possible usually within 7-10
working days but all Deliveries could take up to 28 days from the
order date, but the company will notify the buyer sometime during
the awaiting period with an order update.
F. RETURN OF
GOODS
f.1 Any Goods which have been specially made or specially ordered
for a Buyer are non-returnable. Any goods accepted for return to
the Company will incur a 20% restocking charge and all carriage
charges incurred to the Company. Please do not sign for goods if
damaged, so please check goods vefore signing for them, as we
cannot refund once you have signed for them.
f.2 Any Goods which are returned will only be accepted, subject
to the above, within 48 hours of delivery to the Buyer provided
that the Goods are returned unused, in perfect condition and in
the original packaging.The Company only provides business to
business sales for any goods and services sold therefore no
government legislation regarding sales of goods and services to
the general public apply to any goods and services sold or
provided.
f.3 The Buyer must contact the Company for authorisation to
return Goods. Any Goods returned to the Company without
authorisation or which are not within the conditions set out
above will be rejected and returned to the Buyer at their
cost.
F4. Any Cancellation
of goods made by the customer will be suject to a administration
charge unless the goods are damaged or
faulty.
G. RISK AND
TITLE
g.1 Risk shall pass to the Buyer so that the Buyer is responsible
for all loss, damage or deterioration to the goods:—
g.2 if the Company delivers the goods by its own transport or in
accordance with the specific contractual obligation or agreed
time arranges transport for the goods at the time when the goods
or a relevant part there of arrive at the place of delivery
or
g.3 in all other circumstances at the time when the goods or a
consignment or other part thereof leaves the premises of the
Company or if earlier any airport or forwarding agents
office.
g.4 Title to the goods or any relevant part there of shall only
passto the Customer upon the happening of any one of the
following events:—
g.5 the Customer has paid the Company all sums due and payable by
it 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 writing
specifying that title in the goods or such part there of has
passed.
g.7 The Company may recover goods in respect of which title has
not passed to the Customer at any time and the Customer hereby
licenses the Company its officers employees and agents to enter
upon anypremises of the Customer for the purpose either of
satisfying itself 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 the Customer.
g.9 Until title to the goods has passed to the Customer pursuant
to the terms hereof it shall possess the goods as a bailee of the
Company on the terms of this Contract. If the Company so
requiresthe Customer shall store the goods separately from other
goods and shall ensure that they are clearly identifiable as
belonging to the Company.
g.10 The Customer shall only be at liberty to sell the goods or
any of 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 the whole of the proceeds of sale received by it including
the proceeds of sale of other goods combined with the goods on
trust for the Company. The Company will after all sums owing to
the Customerunder this contract and any other sums owing by the
Customer to the Company under any other contract or contracts in
existence betweenthe Company and the Customer at the date of this
contract (whether or not such sums are then due for payment),
have been settled outof the trust fund account to the customer
for surplus sums included in the trust fund.
H. WARRANTY
h.1 Subject to the conditions set out below the Company warrants
that 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
their initial use or twelve months from delivery, whichever is
the first to expire. Replacement parts are covered of a period of
three months 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 working
conditions, failure to follow the Company’s instructions
(whether oral or in writing) misuse or alteration or repair of
the Goods 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
the total 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
and maintained in accordance with manufacturers’ and Health
and Safety Executive recommendations; (vi) The above warranty
does not extend 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 the buyers 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 readily as
certainable by the Buyer, AND since such losses can be wholly
disproportionate to the contract value to enable the Company
keepthe price as low as reasonably possible it is agreed that the
Company limit its liability in accordance with the following
provisions:
i.1 Subject as expressly provided in the Terms of sale, and
except where the Goods are sold to a person dealing as a consumer
(within the meaning of the Unfair Contract Terms Act 1977), all
warranties,conditions or other Terms applied by statute or common
law are excluded.
i.2 Where the Goods are sold under a transaction with a consumer
the 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 the Buyer) be notified to the Company within three
days from the date of delivery or (whether defect or failure was
not apparent on reasonable inspection) within a reasonable time
after discovery of the defect or failure if delivery is not
refused and the Buyer does not 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 the price as if the Goods had
been delivered in accordance with the contract.
i.4 Where any valid claim in respect of any of the Goods which is
based 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
the Buyer 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 the express 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 with the 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
cause beyond 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 the Company 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 the Consumer 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 total goods.Certain items are classed as special orders
please ask when placing 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
that other party at its registered office or principle place of
businessor such other address as may at the relevant time have
been notified pursuant to this provision to the Party giving the
notice.
13.2 No waiver by the Company of any breach of the contract by
the Buyer 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 or the sale of
the Goods shall be referred in accordance with the provisions 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 of the
Chartered Institute of Arbitrators.When placing an order you are
accepting these terms & conditions
13.4 The Contract shall be governed by the laws of
England
13.5
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