Terms and Conditions

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1. Application of Conditions

1.1. The Supplier shall supply and the Customer shall purchase the Goods and Services subject to these Conditions.

1.2. The Contract shall be to the exclusion of any other terms and conditions subject to which any quotation / specification / schedule / accepted order is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2. Definitions and Interpretation

2.1. In these Conditions:-

2.2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2.3. The legal construction of the clauses in these Conditions shall not be affected by their headings which are for convenience of reference only and shall not affect their interpretation.

2.4. Where the context so admits references to a "person" include any individual, firm, unincorporated association or body corporate, the singular number includes the plural number and vice versa and words importing one gender include all genders.

2.5. References to clauses and conditions are to clauses and conditions of this document unless stated otherwise.

2.6. Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

3. Basis of Sale and Service

3.1. The Supplier's employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2. Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.

3.3. No contract for the sale of the Goods and Services shall be binding on the Supplier unless:

3.3.1 the Supplier is in possession of all of the Goods at the time the Customer makes payment in full of the price of the Goods in cash or cleared funds; AND

3.3.2 the Supplier has accepted an order placed by the Customer, by whichever is the earlier of:-

a) the Supplier’s written acceptance;

b) delivery of the Goods; or

c) the receipt by the Customer of the Supplier’s invoice.

AND FOR THE AVOIDANCE OF DOUBT in the event that the Supplier is not in possession of the Goods at the time the Customer makes payment in full of the price of the Goods in cash or cleared funds then there shall be no obligation nor liability of the Supplier’s part should the Supplier be unable to supply the Goods thereafter for whatever reason.

3.4 The Customer is deemed to have accepted these Conditions by the earlier of payment of deposit or total funds into the Supplier’s nominated bank account, submitting a purchase order, by entering into any negotiation with the Supplier verbally or otherwise or accepting delivery of Goods or Services from the Supplier.

3.5 The Supplier shall not be liable in any way for any typographical, clerical or other accidental errors, discrepancies or omissions in any sales literature, quotation/specification/schedule/accepted order, price list, acceptance of offer, proforma invoice, invoice or other document or information issued by the Supplier and the Customer shall assume all risk in this respect. In the event that there are any such errors, discrepancies or omissions in any document issued by the Supplier then it shall be the Customer’s responsibility to bring this to the Supplier’s attention for correction or clarification prior to payment. Failure to do so will mean that the Customer has waived any and all claims for any such errors, discrepancies or omissions.

3.6 Nothing in the Contract shall create an obligation on the Supplier to sell any Goods to the Customer.

3.7 The relationship between the Supplier and the Customer is that of seller and customer. Nothing in the Contract is intended to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other. Neither party will have authority to act in the name of or on behalf of or otherwise to bind the other.

3.8 No Contract shall be binding unless signed by an Authorised Signatory of the Supplier.

4. The Goods

4.1 SUBJECT ALWAYS to Condition 3.5 the specification for the Goods shall be as set out in the Supplier's proforma invoice/invoice.

4.2 Illustrations, photographs, weights, dimensions or descriptions whether in catalogues, promotional material, online brochures, price lists or other documents issued by the Supplier whether by hard copy or electronically or in any other form are intended as a guide only and shall not be binding on the Supplier nor will it form part of the Contract nor be regarded as a warranty or representation relating to the Goods.

4.3 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Supplier's specification, which do not materially affect their quality or performance but for the avoidance of doubt the Supplier shall not be under any obligation to make any such changes.

4.4 No order may be cancelled withdrawn or altered by the Customer except with the agreement in writing of the Supplier and in the event that the Supplier agrees to any such cancellation withdrawal or alteration the Customer agrees to and shall pay forthwith to the Supplier by way of liquidated damages the value of the work already completed by the Supplier in addition to 20% of the outstanding contract value and further the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation, withdrawal or alteration.

5. The Services

5.1 The Supplier will use reasonable care and skill to perform the Services identified in any quotation/specification/schedule/accepted order or as otherwise agreed between the parties PROVIDED THAT the Supplier shall not be responsible or held liable in any way for any direct or indirect losses, costs or expenses suffered by the Customer as a direct or indirect result of the Supplier’s provisions of the Services.

5.2 The Supplier shall use all reasonable endeavours to complete its obligations in carrying out the Services but time will not be of the essence in the performance of these obligations.

5.3 The Customer must provide a full detailed written specification of the Services required by the Customer. No claims can be made in respect of any Services provided by the Supplier unless the Supplier fails to meet such written specification.

6. Price

6.1 The price of the Goods and Services shall be the price as may be specified in writing by the Supplier or in the absence of written communication as agreed verbally between the parties.

6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier's published price list the price quoted shall be valid for 24 hours only or such lesser time as the Supplier may specify.

6.3 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials, other costs of manufacture or supply or delivery charges), any change in delivery dates, quantities or specifications for the Goods and Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

6.4 Except as otherwise stated under the terms of any quotation/specification/schedule/accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of the Supplier's charges for packaging.

6.5 The price is exclusive of any applicable value added tax excise, sales or taxes, local handling charges, local clearance charges or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay directly to the competent fiscal authority.

7. Payment

7.1 All payments required to be made pursuant to this Contract by either party shall be made in full via cleared funds:

7.1.1 prior to the shipping of any Goods or provision of Services but in any event within 30 days of the date of the relevant invoice; or

7.1.2 where the Customer has an approved credit account with the Supplier all payments shall be made in full within 30 days of the date of the relevant invoice.

7.2 All payments to the Supplier shall be made without any set-off, withholding or deduction whatsoever.

7.3 If the Customer requires the Goods and/or Services to be despatched the same day then the Customer must make this clear in writing and the Supplier must be in receipt of total payment by cleared funds by 2pm (or in the case of Customers from outside the UK by 12pm) on that day. In such circumstances whilst all reasonable endeavours will be made to despatch the Goods the same day no guarantee is given in this respect and there shall be no liability whatsoever on the part of the Supplier should there be any delay in despatching the Goods.

7.4 The time of payment shall be of the essence of these Conditions. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under these Conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the Customer interest on a daily basis at an annual rate of 8 per cent above the base rate of Barclays Bank plc from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.

7.5 All payments shall be made in full to the Supplier as indicated on the invoice issued by the Supplier and shall be made to the Supplier in the currency of the price stated in the Contract at its office as indicated on the form of acceptance or invoice issued by the Supplier.

7.6 Where the Customer has an approved credit account with the Supplier:

7.6.1 the Supplier may be prepared (at its sole discretion) to accept payment by cheque subject always to the receipt by the Supplier of bank details and two trade references acceptable to the Supplier (in its absolute discretion), in which case the Supplier will notify the Customer of the limit up to which such payment is acceptable (“Cheque Purchase Limit”). The decision to accept payment by cheque and the limit up to which such payment is acceptable may be changed altered, set and/or removed at any time by the Supplier in its absolute discretion and save where the Supplier decides to accept payment by cheque, payment must be made by cleared funds. The indebtedness of the Customer to the Supplier (including, without limitation any payment in uncleared funds made by the Customer to the Supplier hereunder) must at all times remain within the Cheque Purchase Limit. The Customer will be liable for an administration charge of £45.00 in respect of any payment which fails to be honoured at first presentation.

7.6.2 the Supplier may in its absolute discretion set, alter and/or remove the applicable credit limit.

7.6.3 any credit on a Customer’s approved credit account must be used to purchase Goods and Services from the Supplier and refunds for the credit amounts are strictly prohibited;

7.7 In the event of any payment by credit card or paypal or any other forms of payment where a surcharge or a handling charge or a administration charge is made the Supplier may in its absolute discretion levy a surcharge for all such transactions in accordance with the Supplier’s Standard Tariff (a copy of which is available upon request and at www.ecdltd.co.uk/standardtariff/), which may change from time to time.

7.8 The Customer, by agreeing to be bound by these Conditions, hereby irrevocably agrees that the Supplier may collect any outstanding sums due at any time to the Supplier from the Customer’s credit card or any other credit card details of which shall have been supplied by the Customer to the Supplier or any associated company of the Supplier on the Customer’s trading account application or otherwise from time to time.

7.9 If an invoice is issued in any currency other than UK Sterling the invoice shall also display the sum that is due in UK Sterling and in the event that there is any currency fluctuation after the date of the invoice but prior to payment then the Supplier reserves the right to alter the quantity of the Goods shipped in order to recover the difference. All calculations shall be based at the Supplier’s bankers current currency rate.

7.10 The Customer shall be liable for both the Supplier’s and the Customer’s own banking charges. In the event that the Supplier has to pay any banking charges then the Supplier reserves the right to alter the quantity of the Goods shipped in order to recover such banking charges. Where this happens and there is a balance owing to the Customer as a result of such short shipment the Customer shall have the option to either :

7.10.1 a refund on the balance of the short shipped items; or

7.10.2 to pay any shortfall owing to the Supplier.

7.11 All payments for Goods that are shipped but are on hold must be received within 72 hours of the time of arrival of the Goods. Failure to make such payment within this timescale shall result in the Goods being pulled by the Supplier and any deposit(s) paid shall be forfeited and shall belong to the Supplier.

7.12 The Supplier reserves the right to offer the Goods for sale elsewhere in the event that payment has not been received in full within the stated period. The Supplier shall not be liable to the Customer for any direct or indirect loses as a result of this and any deposit paid by the Customer shall be forfeited and shall belong to the Supplier and the Customer shall pay and indemnify the Supplier in full against all loss (including loss of profit) and costs as a result of having to sell the Goods elsewhere.

7.13 Any Goods ordered by the Customer shall be held by the Supplier for a maximum of 24 hours unless full payment is received within this period.

7.14 Without prejudice to any other rights and/or remedies which the Supplier may possess, the Supplier will be entitled to deduct from or set off against any debts or other sums whatsoever owed by the Supplier to the Customer, any debts or other sums whatsoever owed by the Customer (and/or any associated company of the Customer) to the Supplier and without prejudice to the foregoing, such deduction or set off shall be allowable across any other contracts between the Supplier and the Customer (and/or any associated company of the Customer) and shall continue to operate despite any receivership or fixed or floating charge. Without prejudice to the foregoing, the Customer will not dispose in any way (whether by assignment, charge, declaration of trust or in any other manner without limitation) of all or any part of its interest in any debts or other sums whatsoever owed by the Supplier without the prior written approval of the Supplier and any purported disposal without such consent shall be void.

7.15 For the avoidance of doubt, set off under Condition 7.14 is permissible on any debts or other sums whatsoever owed by the Customer to the Supplier whether or not the debts or other sums are due and payable at the time of set off and/or whether the debts or other sums are contingent or certain, and/or liquidated or unliquidated at the time of the set off.

7.16 The Customer shall repay to the Supplier forthwith on demand all expenses costs or charges incurred by the Supplier in enforcing any of the provisions of these Conditions (including without limitation any legal and/or debt collection costs).

7.17 For the avoidance of doubt, any taxation which may become payable in respect of any gifts or promotional items supplied by the Supplier will be the responsibility of and be paid by the Customer and without limiting the foregoing, shall be declared by the Customer in the Customer’s tax return.

8. Delivery and Performance

8.1 The Goods shall be deemed to be delivered upon delivery to the address specified in the Supplier’s invoice.

8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence.

8.3 The Goods may be delivered by the Supplier in advance of the Delivery Date.

8.4 The Supplier shall make reasonable attempts to deliver the Goods by the Delivery Date but should this date not be met by the Supplier for any reason there shall be liability whatsoever on the Supplier’s part.

8.5 If the Customer fails to take delivery of the Goods or any part of them and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered the Supplier shall be entitled to store or arrange for the storage of the Goods and then notwithstanding the provision of Conditions 10 and 11 of these Conditions unless otherwise agreed risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges or any charges made for re-attempts of delivery or any other costs or charges made to the Supplier by the courier or any other costs or charges incurred by the Supplier arising from such failure to deliver the Goods.

8.6 The Supplier will levy a delivery charge in its absolute discretion.

8.7 The Supplier may make delivery of the Goods by instalments.

9. Non-Delivery of Goods and Services

9.1 If the Supplier fails to deliver the Goods or Services on the Delivery Date for whatever reason the Supplier shall have no liability in respect of any such late delivery or non delivery of Goods and Services.

9.2 If the Supplier is unable to deliver the Goods or Services as a result of any action or omission by the Customer then any deposit(s) paid by the Customer shall be forfeited and shall belong to the Supplier.

9.3 The Supplier shall not be liable in any way whatsoever to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Supplier’s obligations in relation to the Goods or Services or any delay in delivering or any failure to deliver the Goods, if the delay or failure is due to any cause beyond the Supplier’s control. For the avoidance of doubt this shall include (without limitation) cases where the Goods are taken off the flight by the airline or the Goods are delayed due to customs/authorities inspections/queries or flights are delayed, cancelled or redirected or motorways or routes are closed or diverted or in cases of natural disasters, acts of god beyond the Supplier’s control or acts of terrorism. Furthermore, the Supplier may, in its absolute discretion and in any event, alter the specification for the Goods and/or refuse to supply the Customer without prior notice, without being liable to pay damages or compensation whatsoever to the Customer.

9.4 If a payment is subject to an inspection by the Customer a clear criteria for the inspection must be provided in writing prior to shipping (in the case of the Goods being delivered) or prior to any inspection at the Supplier’s premises (in the case of the Goods being inspected at the Supplier’s premises). A refund of any deposits paid by the Customer shall only be given if the Goods do not meet the criteria provided. Any rejections of the Goods for any other reasons not specified within the criteria shall result in the Goods being withdrawn by the Supplier and in the event that the Goods are in the possession of the Customer, the Customer shall follow the Supplier’s Returns Procedure (a copy which is available upon request or at www.ecdltd.co.uk/returns/) and shall comply with Condition 14. The Customer shall be liable for all costs, expenses and charges whatsoever incurred by the Supplier in relation to the withdrawal of the Goods by the Supplier or the return of the Goods by the Customer and for the avoidance of doubt any deposits paid by the Customer shall be forfeited and shall belong to the Supplier.

9.5 The Customer shall pay all VAT if the Customer is arranging its own shipping outside the UK.

9.6 For non EU Customers, who arrange their own shipping, VAT shall be charged and shall only be refunded upon receipt of a copy of the Bill of Lading (AWB) and a sad document detailing the purchases, a full description of the Goods purchased/exported (a simple description of "box/crate" is deemed insufficient) and documentary evidence confirming their export outside the EU. VAT will not be refunded, where the Bill of Lading (AWB) and sad document is not received within 30 days of the date of purchase. If outside the 30 day timescale, Customers will need to liaise direct with HM Customs and Excise.

9.7 For interstate transfers within the EU, where the Customer arranges shipping, VAT will be charged. Upon receipt of documentary evidence giving conclusive proof that the interstate transfer has taken place, and the Customer at the time of registration having advised that purchases would be the subject of an interstate transfer and ensured that their local VAT registration details would be recorded on the invoice, the VAT will be refunded. VAT will not be refunded where the documentary evidence of the interstate transfer-taking place is not received within 30 days of the date of purchase. If outside the 30 day timescale, Customers will need to liaise direct with HM Customs and Excise.

9.8 The Customer (and not the Supplier) will be liable for any customs, clearing, VAT, duty or any other importation costs specific to the Customers local legislation. If goods are pulled for failure to meets any of the Supplier’s terms and conditions the Customer shall be liable for any reasonable costs direct or indirect the Supplier incurs in pulling the goods.

9.9 VAT will be charged to UK customers in accordance with the current UK HM Customs and Revenues rules and guidelines.

10. Insurance for Export Sales where C.I.F applies

10.1 Only Goods sold C.I.F. will be insured from the time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until:-

10.1.1 delivery to the destination country as specified by the Customer;

10.1.2 delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Customer’s order or acknowledgement or order which the Customer may elect to use either:

10.1.2.1 for storage other than in the ordinary course of transit, or;

10.1.2.2 for allocation or distribution;

10.2 Claims will only be considered if an inspection report is provided by the Customer, such report to be prepared and produced only by a company or individual approved in writing by the Supplier.

11 Risk and Retention of Title

11.1 Unless otherwise agreed risk of damage to or loss of the Goods shall pass to the Customer at the time of payment whether in part or in full and in the event of no payment then :-

11.1.1 in the case of Goods to be delivered at the Supplier's premises, the time when the Supplier notifies the Customer that the Goods are available for collection;

11.1.2 in the case of Goods to be delivered otherwise than at the Supplier's premises at the time of delivery or, if the Customer fails to take delivery of the Goods, the time when the Supplier has tendered or attempted delivery of the Goods;

11.1.3 in the case of sales outside the UK and only where C.I.F applies, when the Goods land in the destination country as specified by the Customer;

11.1.4 in the case of goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.

11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.

11.3 Sub-Condition 11.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.

11.4 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

11.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.

11.6 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Condition 11.4.

11.7 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if;

11.7.1 The Customer commits or permits any material breach of his obligations under these Conditions;

11.7.2 The Customer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;

11.7.3 The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

11.7.4 The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

11.8 In the case of sales outside the UK, risk of damage to or loss of the Goods shall pass to the Customer in accordance with the relevant provisions of Incoterms and where Incoterms do not for any reason apply the remainder of this Condition 11 shall apply.

11.9 Prior to the property in the Goods passing to the Customer the Supplier permits the Customer to deliver the Goods to a third party pursuant to a bona fide and arm’s-length agreement to re-sell the Goods but such liberty will (a) cease upon the termination of the contract and (b) be without prejudice to the remainder of this Condition 11.

11.10 The Customer is not the agent of the Supplier, and the Customer agrees not to hold itself out as agent, in respect of any re-sale of the Goods by the Customer so as to confer upon a third party rights against the Supplier.

11.11 The Supplier will have the right to maintain an action against the Customer for the price of the Goods notwithstanding that property in the Goods has not passed.

12 Customer’s Responsibilities

12.1 The Customer shall ensure that any and all Goods purchased from the Supplier shall be subjected (prior to any use or onward distribution of any kind (including sale or transfer for value)) to stringent processes and treatments to ensure:

12.1.1 all personal data of whatever kind stored on the Goods (including but not limited to personal information, emails, sms, mms, cookies, images, video files, bookmarks, music, contacts, calendar entries and like data, or data stored, uploaded, side loaded purchased or installed by an end user) are cleansed from such Goods;

12.1.2 any SIM cards are removed and destroyed immediately;

12.1.3 any removeable memory storage cards (i.e. SD cards) are removed and destroyed immediately;

12.1.4 any device personalisations are deleted;

12.1.5 the internal memory is flashed (or a similar process used which has a similar end result to "flashing");and

12.1.6 any marks identifying a previous owner are permanently removed.

12.2 The Customer shall indemnify the Supplier from and hold the Supplier harmless against all costs, losses, damages, claims, fines, and expenses arising out of or resulting from the Customer's failure to cleanse the Goods in accordance with Condition 12.1.

13 Inspection

13.1 The Customer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be. It is the Customer's responsibility to inspect the Goods to satisfy itself that the Goods are correct and are as ordered. If the Goods are not correct or not as ordered the Customer must raise this with the Supplier at the time of inspection. Failure to do so will result in the Customer accepting the Goods as inspected and the Customer cannot subsequently return the Goods or make any claim whatsoever on the basis that the Goods are not correct or are not as ordered. The Supplier shall therefore have no liability in respect of any errors made by the Customer during the inspection process.

13.2 Where the Goods cannot be examined the carriers note or such other note as appropriate must be marked “not examined” in the absence of which it shall be assumed that the Goods have been fully examined.

13.3 If the Customer signs to accept delivery of the Goods (whether in the form of the carrier’s standard delivery note or otherwise), the Customer’s claim in respect of any shortages discrepancies damage errors or defects to the Goods in transit or otherwise will be deemed to have been waived and will be absolutely barred.

13.4 The Supplier shall be under no liability for any shortages discrepancies damage errors or defects that would be apparent on reasonable careful inspection of the Goods.

13.5 In all cases where an inspection is not possible the Supplier shall be under no liability whatsoever if a written compliant is not delivered to the Supplier within 24 hours of delivery detailing the alleged shortages discrepancies damage errors or defects and furthermore in the event that such shortages discrepancies damage errors or defects are complained of the Supplier shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Supplier before any use is made thereof or any alteration or modification is made thereto by the Customer.

14 Defective Goods and/or Returns

14.1 In the case of Brand New Goods only if on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or if they are signed for on delivery "condition and contents unknown" AND the Customer gives written notice of such defect to the Supplier within 24 hours of such delivery AND follows the Supplier’s Returns Procedure (a copy of which is available upon request or at www.ecdltd.co.uk/returns/), the Supplier shall at its sole discretion either :-

14.1.1 replace the defective Goods within 45 days of receiving the Customer's notice; or

14.1.2 refund to the Customer the price for the Goods which are defective;

14.1.3 but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or if notice is not given by the Customer as aforesaid or if the Supplier’s Returns Procedure is not followed AND FOR THE AVOIDANCE OF DOUBT this Condition shall only apply to Brand New Goods and not to any other Goods.

14.2 In the case of Goods that are not Brand New if on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or if they are signed for on delivery "condition and contents unknown" AND the Customer gives written notice of such defect to the Supplier within 24 hours of such delivery AND follows the Supplier’s Returns Procedure (a copy of which is available upon request or at www.ecdltd.co.uk/returns/), the Supplier shall at its sole discretion either :-

14.2.1 repair the defective Goods within 45 days of receiving the Customer’s notice; or

14.2.2 replace the defective Goods within 45 days of receiving the Customer's notice;

but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or if notice is not given by the Customer as aforesaid or if the Supplier’s Returns Procedure is not followed.

14.3 No Goods may be returned to the Supplier without following the Supplier’s Return’s Procedure.

14.4 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the manufacturer’s instructions (whether oral or in writing), failure to observe any maintenance requirements relating to the Goods, misuse of the Goods, alteration of the Goods without the Supplier's approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

14.5 Any Goods that are purchased as part of a Job Lot, will be invoiced/credited at an equal unit price regardless of make or model.

14.6 If the Customer purchases various different items in varying quantity on ONE invoice and one or more of those items are faulty the Customer cannot just return the faulty items. The Supplier has the right to request the return of all the items for a full refund.

14.7 Any refunds given will be subject to deduction by the Supplier of any banking charges incurred by the Supplier for sending the refund.

14.8 The Customer shall arrange and be liable for all return carriage costs regardless of the reason for return. In the event that the Supplier agrees to arrange the return of the Goods then the Supplier reserves the right to charge for this service.

14.9 The Customer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory handling and sale of the Goods by the Customer is carried out in accordance with directions given by the manufacturer or any competent governmental or regulatory authority and that the Goods are used for their intended purpose only and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer's failure to comply with this condition.

14.10 With regards to inspections:

14.10.1 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Supplier’s premises before shipment. The Supplier shall have no liability for any claim in respect of any shortages discrepancies damage errors or defects in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

14.10.2 In the event that the Goods are shipped on an 'on hold' basis for the purposes of an inspection to be carried out, the Customer waives all rights to any claims whatsoever and howsoever arising if it accepts the Goods after carrying out such inspection. The purpose of the inspection is for the Customer to satisfy itself that the Goods are correct and are as ordered. If the Goods are not correct or are not as ordered the Customer must raise this with the Supplier at the time of inspection. Failure to do so will result in the Customer accepting the Goods as inspected and the Customer cannot subsequently return the Goods or make any claim whatsoever on the basis that the Goods are not correct or are not as ordered. The Supplier shall therefore have no liability in respect of any errors made by the Customer during the inspection process.

14.11 If the Customer signs to accept delivery of the Goods (whether in the form of the carrier’s standard delivery note or otherwise), the Customer’s claim in respect of any damage to the Goods in transit will be deemed to have been waived and will be absolutely barred.

14.12 All Goods shall at all times be subject to the Supplier’s Product Descriptions (a copy of which is available upon request or at www.ecdltd.com/productdescription/) and in the event of any dispute with regards to whether or not the Goods are defective the Supplier’s Product Descriptions shall apply and override any descriptions by the Customer.

14.13 The quality of Goods (with the exception of Brand New) may not be consistent and there may therefore be variations and inconsistencies in the quality and appearance of the Goods and returns or refunds are therefore not negotiable. All or any of the accessories, documentation or peripherals may also not be present with the Goods. No claims or returns shall be accepted for missing items unless they were specifically mentioned on the invoice or unless the Goods are expressly stated in writing to be Brand New.

14.14 Goods may be sold with various grades and such grading is only descriptive in accordance with and subject to the Supplier’s Product Descriptions (a copy of which is available upon request or at www.ecdltd.com/productdescription/). The quality of grade may not be consistent and no claims or returns shall be accepted unless the Goods were specifically described in writing as Brand New.

14.15 Goods sold as Brand New apply to the product only and not the packaging or associated accessories, which may or may not be included. Brand New bulk Goods without the manufacturers packaging may have imperfections or scuffs due to them being stored without packaging. No returns or claims shall be accepted for Goods in such condition.

14.16 Any Goods that are returned as faulty and subsequently found not to be faulty shall be subject to a 10% handling charge based on the total value of the Goods and any other charges as determined or suffered by the Supplier which shall be paid by the Customer forthwith upon demand and the Goods shall be returned to the Customer at the Customer’s expense and in the event that any Goods are returned having been ordered in error or where the Supplier (at its sole discretion) accepts the return of any Goods returned as faulty but subsequently found not to be faulty then the Customer shall pay a re-stocking charge of 40% of the total value of the Goods which shall be paid by the Customer forthwith upon demand.

14.17 All Goods that are returned must be returned in the same condition as it was supplied with and with all the original packaging and accessories/additional items that were supplied by the Supplier.

14.18 All Returns are strictly subject to the “Important Notes” in their entirety contained within the Return’s Procedure.

14.19 No claims for wrong delivery, discrepancies, or any other problems with delivered Goods or Services will be accepted by the Supplier unless such problems are notified to the Supplier in writing within 24 hours of delivery. Goods must be returned using the Supplier’s Returns Procedure (a copy of which is available upon request or at www.ecdltd.co.uk/returns/) and must be returned to the Supplier within 48 hours of receiving a returns authorisation number or 72 hours if returning Goods from outside Europe. Failure to follow the Supplier’s Return’s Procedure and failure to follow this Condition 14 in their entirety shall result in any such claims being rejected and the Supplier shall not be liable in any way whatsoever to the Customer.

14.20 In the event of failure by the Customer to give the appropriate notice or notices or to return the Goods as specified in these Conditions, the Customer’s claim will be deemed to have been waived and will be absolutely barred.

14.21 Any goods returned without an RA number or are rejected by supplier will not be eligible for any refund or credit under any circumstances. Goods will be held for a maximum of 30 days to allow for the customer to arrange collection, storage charges will apply per day for every day goods are not collected by the customer. After 30 days or any extended period the goods will be disposed of to cover storage costs along with any other direct costs incurred by the supplier in handling the unauthorised returns and the customer’s claim for the goods will be void. The Supplier reserves the right solely at their discretion to extend the 30 day limit. Supplier will give written notice to customer of no less than 48 hours before goods are disposed of.

15 Restrictions

The Customer acknowledges and agrees that from time to time, the Supplier may determine that the Customer is unable to resell or use for any reason any of the Goods (including but not limited to Goods containing the Supplier’s logo on the surface of the goods or another such trade mark or logo) other than within the United Kingdom and on receipt of such notification (whether by email or otherwise), the Customer shall ensure that such restrictions are passed on in full to the recipients of any such Goods. In the event of such notification, the Customer shall have the right to enquire of the reasons for such restriction by email.

16 Customer's Default

16.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:-

16.1.1 cancel the order or suspend any further deliveries of Goods or provision of Services to the Customer; and

16.1.2 appropriate any payment made by the Customer to such of the Goods and Services (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

16.1.3 retain any deposit(s) paid by the Customer

16.1.4 offer the Goods for sale elsewhere and the Customer shall pay and indemnify the Supplier in full against all loss (including loss of profit) and costs as a result of this.

16.2 This condition also applies if:-

16.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or

16.2.2 the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a Supplier) goes into liquidation; or

16.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

16.2.4 the Customer ceases, or threatens to cease, to carry on business; or

16.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

16.3 If Condition 16.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, 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.

16.4 The Supplier may at any time after payment for the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Customer shall be deemed to have granted irrevocable authority to the Supplier to enter upon the Customer’s premises or other premises where the Goods may be held by its employees or agents to take possession of the Goods and (if necessary) to dismantle the Goods from anything to which they are attached. If prior to the expiry of 7 days from the date when the Supplier has taken possession of the Goods the Customer pays all sums then due or owing to the Supplier together with the costs of re-taking possession of the Goods, the Supplier will re-deliver the Goods to the Customer at the Customer’s expense. If within the 7 day period the Customer fails to pay all sums then due or owing to the Supplier, the Supplier may re-sell the Goods without any liability of the Supplier’s part. If the sums received by the Supplier following any resale of the Goods pursuant to this Condition 16.4 do not exceed all sums due or owing from the Customer to the Supplier, including but not limited to the costs of taking possession of and re-selling the Goods, the Customer will pay to the Supplier any such shortfall.

17 Liability

17.1 The Supplier will be under no liability under the Contract for any personal injury, death, loss or damage of any kind whatsoever (other than death or personal injury resulting from the Supplier’s negligence) whether consequential or otherwise including but not limited to loss of profits and the Supplier hereby excludes all conditions, warranties, stipulations, customary or otherwise or duties at common law or under express terms of this Contract which but for such exclusion would or might subsist in favour of the Customer.

17.2 In no circumstances will the Supplier or its employees agents or subcontractors be liable for any loss or damage of any kind whatsoever (other than death or personal injury resulting from the Supplier’s negligence) whether consequential or otherwise caused directly or indirectly by any negligence or other tortious act or breach of statutory duty on the part of the Supplier or on the part of any of its employees, agents or subcontractors in connection with or arising out of the sale of the Goods or supply of the Services or in connection with any advice or statement (other than a fraudulent misrepresentation) given or made (or advice not given or not made) by or on behalf of the Supplier.

17.3 The Supplier shall not be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.

17.4 The Supplier endeavours to purchase Goods from reputable suppliers and takes all reasonable steps to ensure the Goods purchased are original goods and do not infringe or breach any third party intellectual property rights. However, the Customer agrees that in the event Goods purchased by the Supplier and then supplied to the Customer in accordance with these Conditions are found to infringe the intellectual property rights of a third party, the Supplier’s liability to the Customer shall be limited to the price paid for the Goods by the Customer.

17.5 The Customer shall be liable to the Supplier for (and in respect of any third party claims against the Supplier, shall indemnify the Supplier and hold the Supplier harmless against) all claims, liability, demands, proceedings, costs and expenses caused directly or indirectly by the Customer (or its agents or employees or other third party) in the performance or purported performance of its obligations under the Contract, except to the extent such claims, liability, demands, proceedings, costs or expenses are directly attributable to the negligence of the Supplier.

18 Confidentiality, Publications and Endorsements

18.1 The Customer undertakes to the Supplier that:

18.1.1 the Customer will regard as confidential the Contract and all information obtained by the Customer relating to the business and/or products of the Supplier and will not use or disclose to any third party such information without the Supplier’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer’s default;

18.1.2 the Customer will not use or authorise or permit any other person to use any name, trade names, trade mark, house mark, emblem or symbol which the Supplier is licensed to use or which is owned by the Supplier upon any premises, notepaper, visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Supplier and (where appropriate) its licensor;

18.1.2 the Customer will not use or authorise or permit any other person to use any name, trade names, trade mark, house mark, emblem or symbol which the Supplier is licensed to use or which is owned by the Supplier upon any premises, notepaper, visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Supplier and (where appropriate) its licensor;

18.1.3 the Customer will use all reasonable endeavours to ensure compliance with this condition by its employees, servants and agents.

18.2 All quotations/specifications/schedules/accepted orders, discussions, prices, terms and communications between the Supplier and the Customer are strictly confidential and in the event that the Customer divulges any such confidential information to any other third party or if the Customer makes any derogatory comment in any way to any other third party the Customer shall be liable for and shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier which arise as a result of the Customer’s breach of this Condition.

18.3 The Customer must not knowingly take any action to tarnish or disparage any brand of the Supplier and/or the brands contained on or associated with any of the Goods. The Customer must not knowingly take any action to tarnish the reputation of the Goods or of the Supplier or the manufacturers of the Goods.

18.4 This Condition 18 shall survive the termination of the Contract.

19 Warranties

19.1 There is no express or implied term in the Contract by which the Supplier assumes any responsibility for the performance of the Goods, their ability to meet any of the Customer's or the Customer's end users' particular needs, their compatibility with hardware or software or their conformity with any representation made about them and the Customer acknowledges that it has, as a commercial matter, agreed to assume those risks itself.

19.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a consumer (as defined in Section 12 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.

19.3 The Supplier offers no warranty for any Goods unless specifically stated in writing by the Supplier that there is a warranty or where Goods are Brand New SUBJECT ALWAYS to the proviso that there may be cases where Brand New Goods do not come with a warranty and if this is the case the Supplier will state on the invoice “Sold as Seen” or “No Warranty” and in such circumstances the Supplier offers no warranty for such Brand New Goods.

19.4 Any actions, opinions, promises and/or advices given by an employee of the Supplier are not those expressed by the Supplier.

19.5 The Customer acknowledges that the Supplier is not the manufacturer of the Goods, and accordingly, that any warranty given is limited as set out in these Conditions.

19.6 The Customer warrants that it has independently verified the suitability of the Goods and/or Services for the Customer’s use. Any advice or recommendation, opinion given by, the Supplier or its employees as to the choice of Goods and/or Services is acted upon entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is so followed.

20 Communications

20.1 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 or sent by electronic mail:

20.1.1 (in the case of communications to the Supplier) to its registered office or such changed address as shall be notified to the Customer by the Supplier; or

20.1.2 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.

20.2 Communications shall be deemed to have been received:

20.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or

20.2.2 if delivered by hand, on the day of delivery; or

20.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

21 Assignment

21.1 The Supplier may assign the Contract or any part of it to any person, firm or Supplier.

21.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

22 Force Majeure

22.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, terrorism, flood, earthquake, strike or lockout (subject to Sub-Condition 22.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

22.2 Sub-Condition 22.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

22.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.

22.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

23 Customer’s duty to advise of special requirements

When placing the order the Customer must advise the Supplier in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Customer is to import, use or sell the Goods as to composition labelling distributors or sale of the Goods and the Customer must advise the Supplier immediately of any change made in such requirements.

24 Customer’s duty to comply with legislation and regulations

24.1 The Customer shall at all times comply with all applicable laws, rules and regulations of governmental entities, having jurisdiction over the subject matter of the Contract including the Goods and including any health and safety, environmental protection, waste disposal and recycling legislation and regulation.

24.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

24.3 The Customer will ensure that all used electrical and electronic equipment that it collects from the Supplier will be handled by or on behalf of the Customer at all times in full compliance with the EU Directive 2002/96/EC on waste electrical and electronic equipment (as amended and updated from time to time including all referred regulations) and shall ensure that it and shall act in accordance with the Data Protection Act 1988 (as amended and updated from time to time, including all referred regulations).

25 Variation

The Supplier may vary these Conditions from time to time without notice and it shall be your responsibility to review these Conditions regularly in order to ensure you are aware of any changes that the Supplier has made from time to time

26 Waiver

No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

27 Copyright

These Conditions are the property of the Supplier and protected by all laws, including laws governing copyright and other intellectual property rights. Unless the Supplier’s written consent has been provided the Customer must not use, transfer, reproduce, modify or copy these Conditions either as a whole or any part or parts thereof.

28 Severance

The illegality, invalidity or unenforceability of any Clause or part of these Conditions will not affect the legality, validity or enforceability of the remainder. If any provision of these Conditions is held by any competent authority to be illegal, invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

29 Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

30 Crime Prevention

The Customer undertakes and agrees with the Supplier that it will comply with the requirements of The Mobile Communications Crime Prevention Scheme established by The Federation of Communications Services Ltd and that it will ensure that parties to all transactions entered into by the Customer comply with the rules of the scheme as amended from time to time. The Customer further agrees to ensure that any business or company that trades with it will be informed of the scheme and that such parties agree to be bound by the scheme.

31 Governing Law and Jurisdiction

31.1 These Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

31.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

REV: 04/14.09.2012

Please note that the following terms & conditions are protected under copyright law.
Any unauthorised use, transfer, reproduction, modification or copying will constitute an infringement of copyright.
ECD pursues all copyright infringement in civil court.

1. Application

The Buyer hereby orders and the Seller, by accepting the Purchase Order, agrees that it will supply the Goods specified in the Buyer’s Purchase Order upon and subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions. No terms and conditions endorsed upon, delivered with or referred to in any document from the Seller shall apply to the Contract.

2. Interpretation

2.1 In these Conditions:-

2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statue or provision as amended, re-enacted or extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.4 where the context so admits references to a "person" include any individual, firm, unincorporated association or body corporate, the singular number includes the plural number and vice versa and words importing one gender include all genders.

2.5 references to clauses and conditions are to clauses and conditions of this document unless stated otherwise

2.6 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.

3. Basis of Purchase

3.1 The Purchase Order constitutes an offer by the Buyer to purchase the Goods subject to these Conditions.

3.2 The Seller shall accept the Purchase Order placed by the Buyer and a binding contract for the supply of the Goods subject to these Conditions, shall exist by whichever is the earlier of: -

3.2.1 the Seller’s acceptance of the Purchase Order, in writing or orally, subject to these Conditions; or

3.2.2 Delivery of Goods

3.3 Any typographical clerical or other accidental error or omission in the Purchase Order placed by the Buyer or in any drawings specifications, instructions, tools or other material supplied by the Buyer, shall be subject to correction without any liability on the part of the Buyer.

3.4 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

3.5 No Contract shall be binding unless signed by an Authorised Signatory of the Buyer.

4. Purchase Orders

5. Specification

5.1 The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Purchase Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer and shall take precedent over any description or specification provided by the Seller. It is the Buyer’s descriptions and specifications that shall apply to the exclusion of any other description and specification.

5.2 Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.

5.3 The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

5.4 The Seller shall not refuse to take any steps necessary to comply with any request by the Buyer to inspect or test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and to provide the Buyer with any facilities reasonably required by the Buyer for inspection or testing.

5.5 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.

5.6 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.

6. Price

6.1 The Price of the Goods shall be as stated in the Purchase Order and, unless otherwise so stated, shall be:-

6.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoices); and

6.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.

6.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.

6.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.

7. Payment

7.1 The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods, as the case may be, and each invoice shall quote the number of the Purchase Order.

7.2 Unless otherwise stated in the Purchase Order, the Buyer shall pay the Price of the Goods within 5 days after the end of the month of receipt by the Buyer of a proper invoice or, if later, after acceptance of the Goods in question by the Buyer, but time for payment shall not be of the essence of the Contract.

7.3 The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.

8. Delivery

8.1 The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Purchase Order, in either case during the Buyer’s usual business hours.

8.2 Where it is agreed in writing that the date of delivery of the Goods is to be specified by the Seller after the placing of the Purchase Order, the Seller shall give the Buyer reasonable notice in writing of the specified date.

8.3 The time of delivery of the Goods is of the essence of the Contract.

8.4 A packing note clearly quoting the number of the Purchase Order must accompany each delivery or consignment of the Goods.

8.5 If the Goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable.

8.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract or the Specification, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery.

8.7 The Seller shall supply the Buyer in good time with any instructions or other information to enable the Buyer to accept delivery of the Goods.

8.8 The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

8.9 If the Goods are not delivered on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the Price or (if the Buyer has agreed to pay any part of the price in advance of delivery) to claim from the Seller by way of liquidated damages for delay 10 per cent of the Price for every week’s delay, up to a maximum of 80 per cent of the Price.

8.10 The Buyer shall not be deemed to have accepted the Goods until it has had 2 days to inspect them following delivery or collection as the case may be. The Buyer shall also have the right to reject the Goods as though they had not been accepted for 20 days after any latent defect in the Goods has become apparent.

9. Quality

9.1 Where the Seller is not the manufacturer of the Goods, the Seller shall endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.

9.2 The Seller warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 24 months from the date of delivery, the Goods shall:

9.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

9.2.2 be reasonably fit for purpose; and

9.2.3 be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Seller.

9.3 If any of the Goods do not conform with any of the warranties in condition the Seller 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 Seller so requests, the Buyer shall, at the Seller’s expense, return the Goods or the part of such Goods which is defective to the Seller.

10. Risk and Property

10.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.

10.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods has been agreed to be made prior to delivery, when it shall pass to the Buyer once payment has been made.

11. Assignment

11.1 The Buyer may assign the Contract or any part of it to any person, firm or company.

11.2 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Buyer.

12. Warranty

12.1 The Seller warrants to the Buyer that the Goods:-

12.1.1 will, both at the time of delivery and for a reasonable period of time thereafter, be of the best available design, quality, material and workmanship and conform in all respects with the Purchase Order and Specification supplied or advised by the Buyer to the Seller;

12.1.2 will be free from defects in design, material and workmanship;

12.1.3 will correspond with any relevant Specification or sample; and

12.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods.

13. Indemnity

13.1 The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:-

13.1.1 breach of any warranty given by the Seller in relation to the Goods;

13.1.2 any claim that the Goods infringe, or that their importation, use or resale, infringes, the patent, copyright trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;

13.1.3 any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering or installing the Goods.

13.1.4 all claims by the customers of the Buyer (and their sub-buyers) arising out of any breach whatever by the Seller of this contract for sale.

14. Remedies

14.1 Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:

14.1.1 to rescind the Purchase Order;

14.1.2 to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;

14.1.3 at the Buyer’s sole option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;

14.1.4 to refuse to accept any further deliveries of the Goods but without any liability to the Seller;

14.1.5 to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract; and

14.1.6 to claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the Contract.

15. Termination

15.1 The Buyer shall be entitled to cancel the Contract in respect of all or part only of the Goods by giving notice in writing to the Seller at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Seller the Price for the Goods in respect of which the Buyer has exercised its right of cancellation, less the Buyer’s reasonable estimate of the Seller’s net saving of cost arising from cancellation.

15.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:-

15.2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction; or

15.2.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or

15.2.3 the Seller ceases or threatens to cease, to carry on business; or

15.2.4 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

16. Force Majeure

16.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

16.2 Sub-clause shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

16.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.

16.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

17. Communications

17.1 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 or sent by electronic mail:

17.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or

17.1.2 (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 Seller set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.

17.2 Communications shall be deemed to have been received:

17.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or

17.2.2 if delivered by hand, on the day of delivery; or

17.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

17.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

18. Waiver

No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

19. Copyright

These Conditions are the property of the Buyer and protected by all laws, including laws governing copyright and other intellectual property rights. Unless the Buyer’s written consent has been provided the Seller must not use, transfer, reproduce, modify or copy these Conditions either as a whole or any part or parts thereof.

20. Variation

The Buyer may vary these Conditions from time to time without notice and it shall be your responsibility to review these Conditions regularly in order to ensure you are aware of any changes that the Supplier has made from time to time

21. Severance

If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

22. Third Party Rights

A person who is not a party to the Contract shall have no rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Governing Law and Jurisdiction

The Contract shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.

REV: APRIL 2015