Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE
1. Interpretation
“BUYER” means the person who accepts a quotation from the Seller for the sales of Goods or whose order for Goods is accepted by the Seller.
“GOODS” means the Goods (including any installments of the Goods or any part for them) in which the Seller is to supply in accordance with these Conditions.
“SELLER” means E & A Distribution LTD.
“CONDITIONS” means the standard terms and conditions of sale set out in this document and *unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“CONTRACT” means the contract for the purchase of and sale of the Goods.
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted, or any such order is made purported to be made, by the Buyer and for the avoidance of doubt, it is hereby agreed that these Conditions shall prevail over all or any trading terms or conditions of the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. All or any errors or omissions shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible for ensuring the accuracy of any order.
3.3 At all times the Seller reserves the right to make changes in the specification of the Goods.
3.4 Orders may not be cancelled by the Buyer except with the agreement in writing of the Seller. The Buyer shall indemnify the Seller in full against all loss, costs, damages, charges and expenses incurred by the Seller as a result of cancellation.
3.5 In no circumstances shall the Buyer be entitled to return Goods previously ordered by it except with the prior written consent of the Seller. In applying for such consent the Buyer
shall state the reason for the return and the date and number of the Seller’s invoice thereof. All Goods returned must be securely packaged and unless otherwise agreed by the Seller, consigned carriage paid. Acceptance of returned Goods shall not in any manner whatsoever bind the Seller to reimburse to the Buyer the costs of such Goods or otherwise. in making any reimbursement here under, the Seller shall be entitled to deduct there from
any costs or expenses incurred by it in dealing with such Goods.
4. Buyer Labelled Goods
4.1 In the event that the Buyer orders Goods which are to be packaged or labelled to the Buyer’s own specification (which would include, inter alia, any of the Buyer’s logos,
trademarks, names, labels or packaging) (“Buyer Labelled Goods”) the Seller will specify a date by which the Buyer must [take delivery of ][purchase][collect] such Buyer Labelled
Goods.
4.2 In the event that the Buyer fails to [take delivery][purchase][collect] Buyer Labelled Goods in accordance with clause 4.1 then the Seller has the right to sell such goods to a
third party not withstanding the fact that such goods may contain the Buyer’s logos, trademarks, names, labels or packaging.
4.3 The Seller shall not be liable to the Buyer if the use or resale of the Buyer Labelled Goods infringes any intellectual property rights of the Buyer or any other person or company.
5. Price in the Goods
5.1 The price of the Goods shall be the Seller’s quoted price (exc VAT). All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
5.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery to vary the price of the Goods to react to any change in the Seller’s costs beyond the control of
the Seller.
6. Terms of Payment
6.1 The Buyer shall pay the price of the Goods without any deduction whatsoever within 30 days of the date of the Seller’s invoice not withstanding that delivery may not have taken
place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipt for payment shall be issued only
upon request.
6.2 Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer interest at the appropriate rate from time to time pursuant to
the Late Payment of Commercial Debts (Interest) Act 1998 and compensation pursuant to the Late Payment of Commercial Debts Regulations 2002. The Seller also reserves the right to set o any amounts unpaid against any amounts due to the Buyer from the Seller.
7. Delivery
7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for
collection or, if some other place of delivery is agreed with the Seller, by the Seller delivering the Goods to that place.
7.2 The Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in
writing.
7.3 Claims by the Buyer for shortages or damage must be made in writing to the Seller within 3 days from delivery of the Goods and the Buyer must notify the carrier (if any) immediately. Claims for non delivery must be made in writing to the Seller within 10 days from the date of the invoice therefore. The Seller shall not be liable for any claims not made within the above periods.
8. Risk and Property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery of the Goods.
8.2 Not withstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds, payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which
payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protect and insured.
8.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any
time to require the Buyer to:
8.4.1 either deliver the Goods (at the Buyer’s expense) to the Seller at an address notified to the Buyer by the Seller;
8.4.2 or deliver up the Goods to the Seller; and if the Buyer fails to do either of those things set out in clauses 8.4.1 and 8.4.2 forthwith, the Seller may enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9. Warranties and Liabilities
9.1 The Seller gives no warranty or indemnity in respect of the Goods 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 implied by statute or common law are excluded to the fullest extent permitted by law.
9.2 Where the Goods are sold under a consumer transaction (as deemed by the Consumer Transactions (restrictions on statements order) 1976) the statutory rights of
the Buyer are not affected by these Conditions.
9.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not
delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable
inspection) within a reasonable time after discovery of the default or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not
be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been
delivered in accordance with the Contract.
9.4 Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any 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 or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
9.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Conditions by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control.
10. Indemnity
10.1 The Seller gives no warranty, indemnity, assurance or otherwise as to any intellectual property rights in the Goods and the Buyer acknowledges that it purchases
the Goods entirely at its own risk in this regard. The Seller shall not be liable to the Buyer if the Goods infringe or their use or resale infringes any intellectual property rights of the Buyer or any other person or company.
10.2 The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including direct or consequential losses, lost of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller arising out of or in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the resale of Buyer Labelled Goods in accordance with clause 4.
11. Insolvency of Buyer
11.1 If the Buyer becomes bankrupt or goes into liquidation (other than for the purposes of amalgamation or reconstruction) then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
