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TERMS AND CONDITIONS FOR THE SALE OF
GOODS
AGREED
TERMS:
1. INTERPRETATION
1.1 The definitions and rules of
interpretation in this condition apply
in these conditions.
Buyer: the person, firm
or company who purchases the Goods from
the Company.
Company: ABT Office
Supplies Limited.
Contract: any contract
between the Company and the Buyer for
the sale and purchase of the Goods,
incorporating these conditions.
Conditions: these Terms
and Conditions of Sale.
Delivery Point: the
place where delivery of the Goods is to
take place under condition 4.
Goods: any goods
agreed in the Contract to be supplied to
the Buyer by the Company (including any
part or parts of them), including,
without limitation, shredders and
photocopiers.
1.2 A reference to a particular law is a
reference to it as it is in force for
the time being taking account of any
amendment, extension, application or
re-enactment and includes any
subordinate legislation for the time
being in force made under it.
1.3 Words in the singular include the
plural and in the plural include the
singular.
1.4 A reference to one gender includes a
reference to the other gender.
1.5 Condition headings do not affect the
interpretation of these Conditions.
1.6 These Conditions apply only to
Buyers who are business customers and
not consumers. A Buyer is a business
customer if the Buyer purchases Goods
from the Company for the purposes of the
Buyer’s business, trade or profession,
rather than for private use. All other
Buyers are consumers.
2. APPLICATION OF TERMS
2.1 Subject to any variation under
condition 2.3 the Contract shall be on
these Conditions to the exclusion of all
other terms and conditions (including
any terms or conditions which the Buyer
purports to apply under any purchase
order, confirmation of order,
specification or other document).
2.2 No terms or conditions endorsed on,
delivered with or contained in the
Buyer's purchase order, confirmation of
order, specification or other document
shall form part of the Contract simply
as a result of such document being
referred to in the Contract.
2.3 Without prejudice to Condition 1.6,
these Conditions apply to all the
Company's sales and any variation to
these Conditions and any representations
about the Goods shall have no effect
unless expressly agreed in writing and
signed by an authorised signatory of the
Company. The Buyer acknowledges that it
has not relied on any statement, promise
or representation made or given by or on
behalf of the Company which is not set
out in the Contract. Nothing in this
Condition shall exclude or limit the
Company's liability for fraudulent
misrepresentation.
2.4 Each order or acceptance of a
quotation for Goods by the Buyer from
the Company shall be deemed to be an
offer by the Buyer to buy Goods subject
to these Conditions.
2.5 No order placed by the Buyer shall
be deemed to be accepted by the Company
until a written acknowledgement of order
is issued by the Company.
2.6 Without prejudice to the provisions
of Condition 2.5, if the Buyer wishes to
amend any order, any such amendment is
subject to acceptance by the Company and
the Company reserves the right to demand
the Buyer to pay any charges associated
with fulfilling the amended order. No
order may be amended following delivery
of the Goods.
2.7 The Buyer shall ensure that the
terms of its order and any applicable
specification are complete and accurate.
2.8 Any quotation is given on the basis
that no Contract shall come into
existence until the Company despatches
an acknowledgement of order to the
Buyer. Any quotation is valid from its
date for the number of days stated in
the quotation, or if no such period is
stated therein, for 7 days, provided in
either case that the Company has not
withdrawn or renewed it.
2.9 Any Buyer wishing to purchase Goods
through the Company’s website is hereby
referred to Condition 12 of these
Conditions.
3. DESCRIPTION
3.1 The quantity and description of
the Goods shall be as set out in the
Company's quotation or acknowledgement
of order.
3.2 All samples, drawings, descriptive
matter, specifications and advertising
issued by the Company and any
descriptions or illustrations contained
in the Company's catalogues or brochures
are issued or published for the sole
purpose of giving an approximate idea of
the Goods described in them. They shall
not form part of the Contract and this
is not a sale by sample.
3.1 The Company reserves the right to
make any changes to the specification of
any Goods if any such changes are
required to be made in order to conform
with any applicable legislation and/or
EU requirement or, where the Goods are
to be supplied to the Company’s
specification, which do not materially
affect their quality or performance.
3.2 If Goods are to be manufactured or
any process is to be applied to the
Goods by the Company in accordance with
a specification submitted by the Buyer,
the Buyer shall hold the Company
harmless and shall fully indemnify the
Company against any and all loss,
damage, costs and expenses awarded
against or incurred by the Company in
connection with, or paid or agreed to be
paid by, the Company, in settlement of
any claim for infringement of any
patent, copyright, design, trade mark or
any other intellectual property right of
any other person resulting from the
Company’s use of the Buyer’s
specification.
3.3 Orders for Goods which are to be
manufactured, designed, built, ordered
or configured pursuant to the Buyer’s
specification or specific requirements
may not be cancelled and shall remain
payable in full by the Buyer, unless
written notification of cancellation of
the Buyer’s order is received by the
Company before the manufacture, design
or building of the Goods and/or any
components therefore has commenced, or
before the Goods and/or any materials
and/or components therefore have been
ordered or configured, but if the
Company has conducted any survey of the
premises to which the Goods are to be
delivered prior to receipt by the
Company of the Buyer’s cancellation
notice, then an administration charge of
25% of the price for the Goods shall be
payable by the Buyer. Orders for stock
Goods may be cancelled upon receipt by
the Company of a written cancellation
notice from the Buyer but, if the
Buyer’s cancellation notice is received
by the Company after any stock Goods
have been allocated to the Contract or
the Company has conducted any survey of
the premises to which the Goods are to
be delivered, then a packing and
handling charge or an administration
charge, as applicable, of 25% of the
price for the Goods shall be payable by
the Buyer. No order for stock goods may
be cancelled in the event that the
Buyer’s cancellation notice therefore is
received by the Company after the Goods
have been delivered.
3.4 Any third party software which is
supplied by the Company to the Buyer
shall be supplied subject to the terms
of any applicable licence agreement.
3.5 Subject to the provisions of
Condition 9.2 (b), the Buyer shall be
solely responsible for ensuring the
suitability of any Goods for any
specific purpose.
3.6 The Buyer shall be solely
responsible for ascertaining the
compatibility or inter-operability of
any Goods with any other goods.
4. DELIVERY,
RETURNS
4.1 The Company only delivers within the
United Kingdom, unless otherwise agreed
between the Buyer and the Company’s
export department, who will advise the
Buyer regarding any and all terms and
conditions and the delivery charges
applicable to export orders.
4.2 Unless otherwise agreed in writing
by the Company, and without prejudice to
Condition 4.1, delivery of the Goods
shall take place at the Buyer’s place of
business. All carriage charges,
including any costs in relation to
transport, insurance and unloading,
shall be included in the price for the
Goods.
4.3 Any dates specified by the Company
for delivery of the Goods are intended
to be an estimate and time for delivery
shall not be made of the essence by
notice. If no dates are so specified,
delivery shall be within a reasonable
time. Should expedited delivery be
agreed, the Company reserves the right
to levy an expedited delivery charge,
notwithstanding the provisions of
Condition 4.2.
4.4 Subject to the other provisions of
these Conditions the Company shall not
be liable for any direct, indirect or
consequential loss (all three of which
terms include, without limitation, pure
economic loss, loss of profits, loss of
business, depletion of goodwill and
similar loss), costs, damages, charges
or expenses caused directly or
indirectly by any delay in the delivery
of the Goods (even if caused by the
Company's negligence), nor shall any
delay entitle the Buyer to terminate or
rescind the Contract unless such delay
exceeds 180 days.
4.5 If for any reason the Buyer fails to
accept delivery of any of the Goods, or
the Company is unable to deliver the
Goods on time because the Buyer has not
provided appropriate instructions,
documents, licences or authorisations:
(a) risk in the Goods shall pass to the
Buyer (including for loss or damage
caused by the Company's negligence);
(b) the Goods shall be deemed to have
been delivered; and
(c) the Company may store the Goods
until delivery, whereupon the Buyer
shall be liable for all related costs
and expenses (including, without
limitation, storage and insurance);or
(d) sell the Goods at the best price
readily obtainable and (after deducting
any reasonable costs and expenses in
connection with the storage and
expedited sale of the Goods), charge the
Buyer for any shortfall below the price
for the Goods.
4.6 The Buyer shall
provide at the Delivery Point and at its
expense adequate and appropriate
equipment and manual labour for loading
the Goods.
4.7 If delivery involves difficult
access to or at the Delivery Point
and/or the Delivery
Point is
located at an unreasonable distance from
any feasible vehicular access point, the
Company reserves the right to levy an
extra delivery charge, notwithstanding
the provisions of Condition 4.2.
4.8 Any shredder or photocopier shall be
delivered to the ground floor of the
Delivery Point and not to any other
floor or level thereof, unless otherwise
agreed in advance in writing with the
Company and subject to any additional
delivery charge which the Company shall
impose, notwithstanding the provisions
of Condition 4.2.
4.9 If the Company delivers to the Buyer
a quantity of Goods of up to 10% more or
less than the quantity accepted by the
Company, the Buyer shall not be entitled
to object to or reject the Goods or any
of them by reason of the surplus or
shortfall and shall pay for such goods
at the pro rata Contract rate.
4.10 The Company may deliver the Goods
by separate instalments. Each separate
instalment shall be invoiced and paid
for in accordance with the provisions of
the Contract.
4.11 Each instalment shall be a separate
Contract and no cancellation or
termination of any one Contract relating
to an instalment shall entitle the Buyer
to repudiate or cancel any other
Contract or instalment.
4.12 With respect to the
return of any non-faulty Goods, only
stock Goods may be returned to the
Company for replacement or refund, up to
14 days from the date of delivery
thereof, and at the Company’s sole
discretion. Prior to returning any Goods
to the Company, a Buyer must complete a
Goods Return Form and send the form by
fax or email to the Company’s Purchaser
Services Department at 0208 691 4503.
Goods Return Forms may be downloaded
from the Company’s website at
www.abtltd.co.uk.
A Goods Return Number together with
details of the address to which the
Goods must be returned, or instructions
regarding collection, will be provided
to the Buyer by return fax or email.
Buyers must obtain and attach a Goods
Return Number to the Goods before
returning any Goods to the Company.
Without limitation, no replacement or
refund will be made with respect to any
Goods that are (a) returned to the
Company without a properly attached
Goods Return Number, or (b) received by
the Company more than 5 days after the
date of the email notifying the Buyer of
their Goods Return Number. Goods must be
returned unopened, in their original
packaging and in the condition in which
they were received by the Buyer. The
Company shall not be responsible for any
damage to the Goods or any loss thereof
in transit. Any software which has been
opened or any special orders cannot be
returned under any circumstances. All
returns are subject to a 25% restocking
fee. The Buyer must also pay the return
carriage charges.
5. NON-DELIVERY
5.1 The quantity of any consignment of
Goods as recorded by the Company on
despatch from the Company's place of
business shall be conclusive evidence of
the quantity received by the Buyer on
delivery unless the Buyer can provide
conclusive evidence proving the
contrary.
5.2 The Company shall not be liable for
any non-delivery of Goods (even if
caused by the Company's negligence)
unless the Buyer gives written notice to
the Company of the non-delivery within 3
days of the date when the Goods would in
the ordinary course of events have been
received.
5.3 Any liability of the Company for
non-delivery of the Goods shall be
limited to replacing the Goods within a
reasonable time or issuing a credit note
at the pro rata Contract rate against
any invoice raised for such Goods.
6. RISK/TITLE
6.1 The Goods are at the risk of the
Buyer from the time of delivery.
6.2 Ownership of the Goods shall not
pass to the Buyer until the Company has
received in full (in cash or cleared
funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which
become due to the Company from the Buyer
on any account.
6.3 Until ownership of the Goods has
passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis
as the Company's bailee;
(b) store the Goods (at no cost to the
Company) separately from all other goods
of the Buyer or any third party in such
a way that they remain readily
identifiable as the Company's property;
(c) not destroy, deface or obscure any
identifying mark or packaging on or
relating to the Goods; and
(d) maintain the Goods in satisfactory
condition and keep them insured on the
Company's behalf for their full price
against all risks to the reasonable
satisfaction of the Company. On request
the Buyer shall produce the policy of
insurance to the Company.
6.4 The Buyer may resell the Goods
before ownership has passed to it solely
on the following conditions:
(a) any sale shall be effected in the
ordinary course of the Buyer's business
at full market value; and
(b) any such sale shall be a sale of the
Company's property on the Buyer's own
behalf and the Buyer shall deal as
principal when making such a sale; and
(c) the proceeds of any such sale shall
be held by the Buyer as the Company’s
bailee and in a fiduciary capacity, and
the Buyer shall pay the proceeds into a
separate bank account opened for that
purpose and approved by the Company and
shall ensure that in no circumstances
are the proceeds mingled with other
money or paid into an overdrawn bank
account but are at all times
identifiable as the Company’s money; and
(d) if the Buyer has not received the
proceeds of any such sale as referred to
in and pursuant to Condition 6.4 (c) it
will, if called upon to do so by the
Company, assign to the Company within
seven days after being required in
writing so to do by the Company, all
rights against the person or persons by
whom the proceeds are owed.
6.5 The Buyer's right to
possession of the Goods shall terminate
immediately if:
(a) the Buyer is presented with a
bankruptcy petition or has a bankruptcy
order made against him or makes an
arrangement or composition with his
creditors, or otherwise takes the
benefit of any statutory provision for
the time being in force for the relief
of insolvent debtors, or (being a body
corporate) convenes a meeting of
creditors (whether formal or informal),
or enters into liquidation (whether
voluntary or compulsory) except a
solvent voluntary liquidation for the
purpose only of reconstruction or
amalgamation, or has a receiver and/or
manager, administrator or administrative
receiver appointed of its undertaking or
any part thereof, or documents are filed
with the court for the appointment of an
administrator of the Buyer or notice of
intention to appoint an administrator is
given by the Buyer or its directors or
by a qualifying floating charge holder
(as defined in paragraph 14 of Schedule
B1 to the Insolvency Act 1986), or a
resolution is passed or a petition
presented to any court for the
winding-up of the Buyer or for the
granting of an administration order in
respect of the Buyer, or any proceedings
are commenced relating to the insolvency
or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any
execution distress or diligence, whether
legal or equitable, to be levied on
his/its property or obtained against
him/it, or fails to observe or perform
any of his/its obligations under the
Contract or any other contract between
the Company and the Buyer, or is unable
to pay its debts within the meaning of
section 123 of the Insolvency Act 1986
or a secured lender to the Buyer takes
any steps to obtain possession of the
secured property or otherwise enforce
its security or the Buyer ceases to
trade; or
(c) the Buyer encumbers or in any way
charges any of the Goods.
6.6 The Company shall be entitled to
recover payment for the Goods
notwithstanding that ownership of any of
the Goods has not passed from the
Company.
6.7 The Buyer, at the Buyer’s cost,
grants the Company, its agents and
employees an irrevocable licence at any
time to enter any premises where the
Goods are or may be stored or otherwise
located, but in any event, and without
limitation, hereby undertakes to secure
access at any time to any such premises
for the Company, its agents and
employees in order to inspect the Goods,
or, where the Buyer's right to
possession has terminated, to recover
them.
6.8 Where the Company is unable to
determine whether any Goods are the
goods in respect of which the Buyer's
right to possession has terminated, the
Buyer shall be deemed to have sold all
goods of the kind sold by the Company to
the Buyer in the order in which they
were invoiced to the Buyer.
6.9 On termination of the Contract,
howsoever caused, the Company's (but not
the Buyer's) rights contained in this
Condition 6 shall remain in effect.
7. PRICE
7.1 Unless otherwise agreed by the
Company in writing, the price for the
Goods shall be the price set out in the
Company's price list published on the
date of delivery or deemed delivery.
7.2 The price for the Goods shall be
exclusive of any value added tax, which
the Buyer shall pay when it is due to
pay for the Goods.
8. PAYMENT
8.1 Subject to Condition 8.4, and
provided that the Company has granted
credit facilities to the Buyer pursuant
to this Condition 8.1, payment of the
price for the Goods shall be due in
pounds sterling within 30 days of the
date of the invoice for such Goods,
which will be dated as at the date of
dispatch of the Goods. Buyers wishing to
open a credit account are required to
complete the Company’s Credit Account
Application Form, which may be
downloaded from the Company’s website at
www.abtltd.co.uk
. Unless and until this application form
has been received and the Buyer’s credit
account approved by the Company in
writing, the Company will not consider
dispatching an acknowledgment of order
to the Buyer without first having
received cleared funds for the full
amount of the Buyer’s order by BACS,
credit/debit card or cheque. Where
credit account facilities are granted to
the Buyer by the Company, the Company
reserves the right to reduce or withdraw
them at any time without having to give
any reason for doing so; in such a case,
any outstanding invoice, or part
thereof, becomes due and payable
immediately to the extent that it is not
covered by the Buyer’s remaining credit
limit with the Company (if any).
8.2 Time for payment shall be of the
essence.
8.3 No payment shall be deemed to have
been received until the Company has
received cleared funds. In the event
that the Buyer tenders payment by cheque
and said cheque is returned unpaid to
the Company, the Buyer shall reimburse
the Company for any bank charges
incurred by the Company.
8.4 All payments payable to the Company
under the Contract shall become due
immediately on its termination despite
any other provision.
8.5 The Buyer shall make all payments
due under the Contract in full without
any deduction whether by way of set-off,
counterclaim, discount, abatement or
otherwise unless the Buyer has a valid
court order requiring an amount equal to
such deduction to be paid by the Company
to the Buyer.
8.6 If the Buyer fails to pay the
Company any sum due pursuant to the
Contract, the Buyer shall be liable to
pay interest to the Company on such sum
from the due date for payment at the
annual rate of 8 % above the base
lending rate from time to time of Lloyds
TSB Bank, accruing on a daily basis
until payment is made, whether before or
after any judgment. The Company reserves
the right to claim interest under the
Late Payment of Commercial Debts
(Interest) Act 1998. The Buyer shall
reimburse the Company for any and all
costs incurred by the Company in
recovering payment pursuant to this
Condition 8.
8.7 Without prejudice to Condition 8.6,
any failure by the Buyer to pay the
Company any sum by the due date for
payment, and/or the occurrence of any
one or more of the events set forth in
Condition 6.5, and/or any cancellation
of or attempt by the Buyer to cancel any
order for any Goods and/or the Contract
other than in the circumstances
permitted in Condition 3.3, shall
entitle the Company at any time and
without notice to the Buyer and without
limitation to any other remedy available
to the Company under these Conditions,
the Contract, or otherwise:
8.7.1 To cancel the further delivery of
any Goods, including, without
limitation, stopping the delivery of any
Goods in transit;
8.7.2 To withdraw or reduce any agreed
monthly credit limit; and
8.7.3 To treat the Contract as having
been repudiated by the Buyer.
8.8 For the
avoidance of doubt, and notwithstanding
the exercise of any remedy by the
Company in accordance with Condition
8.7, or under any other of these
Conditions, the Contract, or otherwise,
the Buyer shall remain liable to pay and
shall pay the Company at the Contract
rate, any and all payments subsisting at
the relevant time.
9. QUALITY
9.1 Where the Company is not the
manufacturer of the Goods, the Company
shall endeavour to transfer to the Buyer
the benefit of any warranty or guarantee
given to the Company.
9.2 The Company warrants that (subject
to the other provisions of these
conditions) on delivery the Goods shall:
(a) be of satisfactory quality within
the meaning of the Sale of Goods Act
1979; and
(b) if the Buyer has made it expressly
known to the Company in the Buyer’s
order that the Goods shall be suitable
for a particular purpose and the Company
has expressly stated in the
acknowledgment of order that it will
supply Goods suitable for that purpose,
then the Goods shall be reasonably fit
for the purpose so stated.
9.3 The Company shall not be liable for
a breach of any of the warranties in
Condition 9.2 unless:
(a) the Buyer gives written notice of
the defect to the Company (and also to
the carrier if the defect is a result of
damage in transit), within 3 days of the
time when the Buyer discovers or ought
to have discovered the defect; and
(b) the Company is given a reasonable
opportunity after receiving the notice
of examining such Goods and the Buyer
(if asked to do so by the Company)
returns such Goods to the Company's
place of business at the Company's cost
for the examination to take place there.
9.4 The Company shall not be liable for
a breach of any of the warranties in
Condition 9.2 if:
(a) the Buyer makes any further use of
such Goods after giving such notice; or
(b) the defect arises because the Buyer
failed to follow any oral or written
instructions as to the storage,
installation, commissioning, use or
maintenance of the Goods or (if there
are none) good trade practice; or
(c) the defect arises from any
specification supplied by the Buyer, or
from fair wear and tear, wilful damage,
negligence, abnormal working conditions
or from misuse of the Goods; or
(d) the Buyer alters or repairs such
Goods without the written consent of the
Company; or
(e) the price for the Goods has not been
paid by the time for payment stipulated
in Condition 8.1; or
(f) the defect is of a type specifically
excluded by the Company by notice in
writing.
9.5 Subject
to condition 9.3 and condition 9.4, if
any of the Goods do not conform with any
of the warranties in condition 9.2 the
Company shall at its option repair or
replace such Goods (or the defective
part) or refund the price of such Goods
at the pro rata Contract rate provided
that, if the Company so requests, the
Buyer shall, at the Company's expense,
return the Goods or the part of such
Goods which is defective to the Company.
The Company shall, if it opts to replace
the defective Goods, then deliver
replacement Goods to the Buyer at the
Delivery Point (at the Company’s
expense), and ownership of the defective
Goods shall, if it has vested in the
Buyer, re-vest in the Company.
9.6 If the Company complies with
condition 9.5 it shall have no further
liability for a breach of any of the
warranties in condition 9.2 in respect
of such Goods.
10. LIMITATION OF LIABILITY
10.1 Subject to Condition 4, Condition 5
and Condition 9, the following
provisions set out the entire financial
liability of the Company (including any
liability for the acts or omissions of
its employees, agents and
sub-contractors) to the Buyer in respect
of:
(a) any breach of these Conditions;
(b) any use made or resale by the Buyer
of any of the Goods, or of any product
incorporating any of the Goods; and
(c) any representation, statement or
tortious act or omission including
negligence arising under or in
connection with the Contract.
10.2 All warranties, conditions and
other terms implied by statute or common
law (save for the conditions implied by
section 12 of the Sale of Goods Act
1979) are, to the fullest extent
permitted by law, excluded from the
Contract.
10.3 Nothing in these Conditions
excludes or limits the liability of the
Company:
(a) for death or personal injury caused
by the Company's negligence; or
(b) under section 2(3), Consumer
Protection Act 1987; or
(c) for any matter which it would be
illegal for the Company to exclude or
attempt to exclude its liability; or
(d) for fraud or fraudulent
misrepresentation.
10.4 Subject to Condition 10.2 and
Condition 10.3:
(a) the Company's total liability in
contract, tort (including negligence or
breach of statutory duty),
misrepresentation, restitution or
otherwise, arising in connection with
the performance or contemplated
performance of the Contract shall be
limited to the Contract price; and
(b) the Company shall not be liable to
the Buyer for loss of profit, loss of
business, or depletion of goodwill in
each case whether direct, indirect or
consequential, or any claims for
consequential compensation whatsoever
(howsoever caused) which arise out of or
in connection with the Contract.
11. INDEMNITY
The Buyer shall hold the Company
harmless and keep the Company
indemnified in full against all direct,
indirect or consequential liabilities
(all three of which terms include,
without limitation, loss of profit, loss
of business, depletion of goodwill and
like loss), loss, damages, injury, costs
and expenses (including legal and other
professional fees and expenses) awarded
against or incurred or paid by the
Company as a result of or in connection
with any claim made against the Company
in respect of any liability, loss,
damage, injury, cost or expense
sustained by any third party to the
extent that such liability, loss,
damage, injury, cost or expense was
caused by, relates to or arises from the
Buyer’s possession and/or use of the
Goods.
12. ORDERS
PLACED THROUGH THE COMPANY’S WEBSITE
12.1 This Condition sets
out the terms on which, and the
procedure whereby, the Company supplies
any of the Goods listed on the Company’s
website at
www.abtltd.co.uk
to the Buyer and also outlines the terms
of use applicable to the Company’s
website. The provisions of each of the
other Conditions shall also apply,
mutatis mutandis, to any and all orders
placed through the Company’s website.
12.2 The Company’s website is only
intended for the use by people resident
in the United Kingdom.
12.3 By placing an order through the
Company’s site, the Buyer warrants that:
(a) The Buyer is legally capable of
entering into binding contracts; and
(b) The Buyer is at least 18 years old;
and
(c) The Buyer is resident in, and is
accessing the Company’s website from,
the United Kingdom.
12.4 After placing an order, the Buyer
will receive an e-mail from the Company
acknowledging that the Company has
received the Buyer’s order. Please note
that this does not mean that the Buyer’s
order has been accepted. The Buyer’s
order constitutes an offer to the
Company to buy Goods. All orders are
subject to acceptance by the Company,
and the Company will confirm such
acceptance to the Buyer by sending the
Buyer an e-mail dispatch confirmation
verifying that the Goods have been
dispatched. The Contract between the
Buyer and the Company will only be
formed when the Company sends the Buyer
the dispatch confirmation.
12.5 The Contract will relate only to
those Goods whose dispatch the Company
has verified in the dispatch
confirmation. The Company will not be
obliged to supply any other Goods which
may have been part of the Buyer’s order
until the dispatch of such Goods has
been verified in a separate dispatch
confirmation.
12.6 The Buyer’s order will be fulfilled
by the delivery date set out in the
dispatch confirmation or, if no delivery
date is specified, then within a
reasonable time of the date of the
dispatch confirmation.
12.7 The price of any Goods will be as
quoted on the Company’s website from
time to time, except in cases of obvious
error.
12.8 Prices are liable to change at any
time, but changes will not affect orders
in respect of which the Company has
already sent the Buyer a dispatch
confirmation.
12.9 The Company’s website contains a
large number of Goods and it is always
possible that, despite the Company’s
best efforts, some of the Goods listed
on the Company’s website may be
incorrectly priced. The Company will
normally verify prices as part of the
Company’s dispatch procedures so that,
where the correct price of the Goods is
less than the Company’s stated price,
the Company will charge the lower amount
when dispatching the Goods to the
Buyer. If the correct price of the
Goods is higher than the price stated on
the Company’s website, the Company will
normally, at the Company’s discretion,
either contact the Buyer for
instructions before dispatching the
Goods, or reject the Buyer’s order and
notify the Buyer of such rejection.
12.10 The Company is under no obligation
to provide the Goods to the Buyer at the
incorrect (lower) price, even after the
Company has sent the Buyer a dispatch
confirmation, if the pricing error is
obvious and unmistakeable and could have
reasonably been recognised by the Buyer
as a mispricing.
12.11 Without prejudice to the
provisions of Condition 12.9 and 12.10,
the price of any Goods shown on the
Company’s website may differ from the
price of identical Goods appearing in
the Company’s catalogues and brochures
and the Company reserves the right to
charge different prices for identical
Goods pursuant to this Condition 12.11.
12.12 Payment for all Goods must be by
credit or debit card. The Company
accepts payment with Visa, Visa Delta /
Debit, Visa Electron, Mastercard, UK
Maestro, Solo, American Express, Diners
Club and JCB. The Company will not
charge the Buyer’s credit or debit card
until the Company despatches the Buyer’s
order.
12.13 Access to the Company’s website is
permitted on a temporary basis, and the
Company reserves the right to withdraw
access thereto or to revise the service
provided thereon, without notice.
Without limitation, the Company shall
not be liable if for any reason the
Company’s website is unavailable at any
time or for any period.
12.14 Commentary and other materials
and/or images or information appearing
on the Company’s website are not
intended to be relied upon or to amount
to advice on which reliance should be
placed. The Company hereby disclaims all
liability and responsibility arising
from any reliance placed on such
information.
12.15 Where the Company’s website
contains links to other sites and/or
resources provided by third parties,
these are provided for information only.
The Company has no control over the
contents of those sites and/or
resources, and accepts no responsibility
for them or for any loss or damage that
may arise from any use of them.
12.16 The Company is the owner or the
licensee of all intellectual property
rights in the Company’s website, and in
the material published on it. Those
works are protected by copyright laws
and treaties around the world. All such
rights are reserved. Any use of the
Company’s website, or its contents,
including copying or storing it or them
in whole or in part other than for the
Buyer’s own personal, non-commercial
use, is strictly prohibited.
13. ASSIGNMENT
13.1 The Company may assign the Contract
or any part of it to any person, firm or
company.
13.2 The Buyer shall not be entitled to
assign the Contract or any part of it
without the prior written consent of the
Company.
14. FORCE MAJEURE
The Company reserves the right to defer
the date of delivery or to cancel the
Contract or reduce the volume of the
Goods ordered by the Buyer (without
liability to the Buyer) if it is
prevented from or delayed in the
carrying on of its business due to
circumstances beyond the reasonable
control of the Company including,
without limitation, acts of God,
governmental actions, war or national
emergency, acts of terrorism, protests,
riot, civil commotion, impossibility of
the use of public or private
telecommunications networks, fire,
explosion, flood, epidemic, lock-outs,
strikes or other labour disputes
(whether or not relating to either
party's workforce), or restraints or
delays affecting carriers or inability
or delay in obtaining supplies of
adequate or suitable materials, provided
that, if the event in question continues
for a continuous period in excess of 180
days, the Buyer shall be entitled to
give notice in writing to the Company to
terminate the Contract.
15. GENERAL
15.1 Each right or remedy of the
Company under the Contract is without
prejudice to any other right or remedy
of the Company whether under the
Contract or not.
15.2 The Company and the Buyer shall
each keep confidential any and all
information which has been expressed to
be confidential or could reasonably be
supposed to be confidential and which
has been obtained or disclosed as a
result of the relationship of the
respective parties under the Contract
15.3 If any provision of the Contract is
found by any court, tribunal or
administrative body of competent
jurisdiction to be wholly or partly
illegal, invalid, void, voidable,
unenforceable or unreasonable it shall
to the extent of such illegality,
invalidity, voidness, voidability,
unenforceability or unreasonableness be
deemed severable and the remaining
provisions of the Contract and the
remainder of such provision shall
continue in full force and effect.
15.4 Failure or delay by the Company in
enforcing or partially enforcing any
provision of the Contract shall not be
construed as a waiver of any of its
rights under the Contract.
15.5 Any waiver by the Company of any
breach of, or any default under, any
provision of the Contract by the Buyer
shall not be deemed a waiver of any
subsequent breach or default and shall
in no way affect the other terms of the
Contract.
15.6 The parties to the Contract do not
intend that any term of the Contract
shall be enforceable by virtue of the
Contracts (Rights of Third Parties) Act
1999 by any person that is not a party
to it.
15.7 The formation, existence,
construction, performance, validity and
all aspects of the Contract shall be
governed by English law and the parties
submit to the exclusive jurisdiction of
the English courts.
16. COMMUNICATIONS
16.1 All communications between the
parties about the Contract shall be in
writing and delivered by hand or sent by
pre-paid first class post or sent by
fax:
(a) (in case of communications to the
Company) to its registered office or
such changed address as shall be
notified to the Buyer by the Company; or
(b) (in the case of the communications
to the Buyer) to the registered office
of the addressee (if it is a company) or
(in any other case) to any address of
the Buyer set out in any document which
forms part of the Contract or such other
address as shall be notified to the
Company by the Buyer.
16.2 Communications shall be deemed to
have been received:
(a) if sent by pre-paid first class
post, two days (excluding Saturdays,
Sundays and bank and public holidays)
after posting (exclusive of the day of
posting); or
(b) if delivered by hand, on the day of
delivery; or
(c) if sent by fax on a working day
prior to 4.00 pm, at the time of
transmission and otherwise on the next
working day.
Communications addressed to the Company
shall be marked for the attention of Mr.
Vincent Woodall. |
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