Terms & Conditions of Sale
In these conditions, unless the context requires otherwise:
“Buyer” means the company, firm, body or person purchasing the Goods.
“Goods” means the subject matter of the contract including (but not limited to) raw materials, finished or semi-finished materials or articles, machinery, parts, spares, commodities etc and whether one or a number of items whether or not identical or similar (including any such materials articles and commodities etc supplied in connection with the Services).
“Order” means a purchase order in respect of the Goods and/or Services issued by the Buyer to the Supplier on the Buyer’s official purchase order form, together with all documents referred to in it.
“Services” means work and/or services or any of them to be performed by the Supplier for the Buyer pursuant to the Order.
“Supplier” means E B Equipment Limited (company number 650420) and any subsidiary of the Supplier by which the Goods are sold.
1.1 All quotations are valid for a period of 30 days, unless otherwise specified. The acceptance of a quotation and placement of an Order by the Buyer shall not constitute a contract and a contract (“Contract”) shall not come into being until the Seller confirms their acceptance of the Order. The Seller reserves the right to withdraw any quotation at any time.
1.2 The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect. No variation to these conditions is binding unless agreed in writing between the Buyer and the Seller.
1.3 No Order accepted by the Seller maybe cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall compensate the Seller in full against all loss, damages, charges, expenses incurred by the Seller, the deposit on placing of Order maybe used to defray any such expenses.
1.4 The Sellers employees or agents are not authorised to make any representations or give advice or recommendations concerning the Goods, their storage, application or use unless confirmed by the Seller in writing. The Buyer acknowledges that it does not rely on, and waves any claim for breech of, any such representations, advice or recommendations not so confirmed.
1.5 Any typographical, clerical or other error or omission in any sales documentation or information issued by the Seller is subject to correction without any liability on the part of the Seller.
2. Prices and payment
2.1 All variations shall be paid for as extras at agreed rates. All prices quoted shall be subject to variation in the event of any increase in the cost of materials and/or labour and the prices ruling at the date of despatch/installation will be charged and payable.
2.2 100% deposit is payable on placement of an Order or subject to negotiations dependent on contract, which will be refunded in the event of the Seller not accepting the Order. The balance of the contract price will be payable together with the cost of any extras within 30 days of the invoice date. The Seller reserves the right at its discretion to require interim payments. Interest of 3% per month above Barclays Bank base rate is payable on all overdue accounts.
2.3 There shall be added to the price for the Goods or Services any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods or performance of the Services (whether initially charged on or payable by the Seller or the Buyer).
2.4 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer 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 case the Seller shall invoice the Buyer at any time after the Seller has notified the Buyer the Goods are ready for collection or the Seller has tendered the Goods.
2.5 In the event of the estimate specifying payment by instalments then the right is reserved to discontinue further delivery/installation works if payment is not made of any instalment within seven days of the due date.
3.1 The Buyer is responsible for insuring the accuracy of the terms of any specification and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
3.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses incurred by the Seller in connection with any claim for infringement of any industrial or intellectual property rights of any person which results from the Seller’s use of the Buyer’s specification.
3.3 The Seller reserves the right to make any changes in the specification of the Goods to conform to any applicable safety or other statutory requirements, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
4.1 Except as otherwise stated under the terms of any quotation or in any price list of the Sellers, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall pay the Seller’s charges for transportation, packaging and insurance.
4.2 Any dates quoted for delivery of the Goods are approximate only and the Seller is not liable for any delay of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods maybe delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice.
4.3 Where the Goods are to be delivery in instalments, each delivery constitutes a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions, or any claim by the Buyer in respect of any or more instalments does not entitle the Buyer to treat the contract as a whole as repudiated.
5. Title to goods
5.1 Notwithstanding that risk in the Goods shall pass to the Buyer on delivery; title to the Goods (whether separate and identifiable or incorporated in or mixed with other Goods) shall remain with the Supplier until payment in full has been received by the Seller:
5.1.1 for those Goods;
5.1.2 for any other Goods supplied by the Seller;
5.1.3 of any other monies due from the Buyer to the Seller on any account
Until title to the Goods passes to the Buyer under clause 5.1, the Buyer shall:
5.1.4 keep the Goods separately and readily identifiable as the property of the Seller;
5.1.5 not attach the Goods to real property without the Seller’s consent.
5.2 Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Seller and the Buyer only) be made by the Buyer as agent for the Seller.
5.3 Goods shall be deemed sold or used in the order delivered to the Buyer.
5.4 At any time before title to the Goods passes to the Buyer (whether or not any payment to the Seller is then overdue or the Buyer is otherwise in breach of any obligation to the Seller), the Seller may (without prejudice to any other of its rights):
5.4.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
5.4.2 require delivery up to it of all or any part of the Goods.
5.5 The Seller may, at any time, appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation by the Buyer.
5.6 Each clause of this clause 5 is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.
6. 7. Loss, damage or shortage in transit
In the event of Goods being damaged in transit the Seller will repair the same free of charge providing notice is received by the Seller of such damage within five days of notification of despatch. Credit will not be given in respect of Goods returned without prior written consent and any Goods Ordered by the Buyer and subsequently returned for credit with the Sellers written consent will be subject to a minimum 15% handling charge. Goods returned which are not in the condition as delivered new to the Buyer ie damage etc will not be credited.
8. Warranty; limit of RESPONSIBILITY
8.1 The Seller warrants that it will (at the Seller’s choice) [either] [repair or replace, or refund the full purchase price of] any Goods which are accepted by the Seller as being defective or not in accordance with the Contract or any express description or representation given or made by or on behalf of the Seller in respect of the Goods within a period of 12 months from despatch of such Goods from the Seller’s works (“Warranty Period”) save that this warranty shall not apply where the defect or fault is attributable to defective materials supplied by third parties where the Buyer’s only remedy will be against that third party. In respect of Services, if the Seller accepts within the Warranty Period that it has failed to execute the Services in accordance with the express terms of the Contract, the Seller may, at its option, perform again such of the Services as have not been carried out in accordance with the express terms of the Contract or repay the Buyer the charge for such of the Services as have not been so performed (provided such charge shall have been paid to the Seller by the Buyer). The Buyer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Goods or Services or any workmanship in relation to them (whether or not, involving negligence on the part of the Seller) shall, in all cases, be limited to [repair, replacement, reperformance or refund of the purchase price as aforesaid] and any condition or warranty implied by law shall cease to apply after the expiry of the Warranty Period; and the Seller shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential (including loss of profits) and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law. A claim in respect of any defect or failure to comply with the specification or in respect of any delivery or instalment of any Order or any part of it shall not entitle the buyer to cancel or refuse delivery of or payment of any Order, deliver or instalment or any part of the same Order, delivery or instalment.
8.2 If it is found that the equipment is not installed in accordance with the manufacturer’s instructions the warranty claim will be null and void. Any warranty is subject to the Buyer’s correct use and maintenance of all equipment supplied. The above warranty does not cover malfunction or breakage caused by alteration, misuse, neglect or accident.
8.3 Warranty does not cover items considered as wearable or subject to damage e.g. windscreens and headlamp lenses.
9. Force majeure
9.1 Without prejudice to the foregoing the Seller shall be absolved from all liability or responsibility for any delay in performance or failure to comply with an Order resulting from any unforeseen circumstances or events beyond the Seller’s control whatsoever, including but without limitation strikes or labour disputes or not, civil commotion or disturbance, fire, inclement weather, flood, Act of God, accident, shortage of manpower, shortage of fuel, power shortage, or excessive costs of Goods, non-performance by manufacturers, or government Order demand restriction or request. Performance shall be deemed to be suspended during and extended for such time as any such circumstances or causes delay its execution and, the date of completion of the delivery of Goods shall be delayed accordingly. On cessation of such circumstances or causes the Order will be completed and the Buyer shall accept such performance of the Order.
9.2 In the event of the Seller not being able to perform the limit of the liability shall be to the extent to any monies received in the form of deposits.
If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the court shall make an order that the Buyer shall be wound (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the court to make a winding-up order or if the Buyer takes or suffers any similar action in consequent of debt or if the financial responsibility of the Buyer shall, in the opinion of the Seller become impaired or if the Buyer shall commit any breach of any part of the Contract, the Supplier may, without prejudice to its rights and remedies under these conditions, stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.
11. Assignment and subcontracting
11.1 None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of the Seller.
11.2 The Seller shall be entitled to subcontract any work relating to the contract without obtaining the consent of, or giving notice to, the Buyer.
12.1 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post, facsimile or email.
12.2 Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile or email, at the time of transmission.
The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
14. Governing law
The laws of England shall apply to the Contract.