Terms & Conditions
1. GENERAL
All Good(s) supplied by us are sold only upon the following conditions. The
placing of an order for any such goods, or the acceptance of our quotation or tender or of delivery of the goods, includes acceptance of the following conditions.
2. QUOTATION AND PRICES
2.1 We may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Goods and are
incapable of being accepted by the Customer
2.2 All Good(s) are sold at the prices current at the date of invoice. The prices
are subject to change without notice and are exclusive of V.A.T., which will be added at the prevailing rate.
3. PAYMENT
3.1 Payment is due not later than the 28th day of the month following the
month of invoice. If a Customer pays outstanding invoice(s) issued to the
pursuant to an agreed credit facility by way of credit card, a 3% surcharge
will be added to the invoice(s) which will be payable immediately with the
said payment. If the Customer fails to make payment on the date due then,
without prejudice to any other rights or remedy available to us, we shall be
entitled to:
3.1.1 Cancel the contract or suspend any further deliveries to the Customer;
3.1.2 Appropriate any payment made by the Customer to such of the Good(s) (or
the Good(s) supplied under any other contract between the parties) as we
may think fit, or
3.1.3 Charge the Customer interest on the amount unpaid in accordance clause
12 below.
3.2 We may set and vary credit limits from time to time and withhold all further
supplies if the Customer exceeds such credit limit.
4. DELIVERY
4.1 Time for delivery shall not be of the essence of the contract unless
previously agreed by us in writing. The Goods may be delivered by
instalments. Any delay in delivery or defect in an instalment will not entitle
the Customer to cancel any other instalment. Such Good(s) will be invoiced
at the date of delivery, although the balance of the order may still be
outstanding.
4.2 We shall not be liable for any delay in or failure of delivery caused by the
Customer’s failure to provide us with adequate instructions for delivery or
the Customer’s failure to collect the Goods from our premises.
4.3 If the Customer fails to accept delivery of the Goods from us, we shall store
and insure the Goods pending delivery, and the Customer shall pay storage
and insurance charges at our then-applicable rate.
5. CARRIAGE
Where carriage charges are made they will be notified and agreed prior to
the order being placed.
6. QUERIES
Any queries must be notified in writing within 48 hours of the Good(s)
being delivered to EW Group Head Office.
7. RETURN OF GOOD(S)
Good(s) shall not be accepted for return without prior agreement, and
must be in their original packaging. Where we have agreed the return
of the Good(s), we may at our discretion charge the Customer a re-stocking
/ handling charge. Good(s) returned to and accepted by us as defective or
incorrect shall be replaced by Goods which are of a similar or equal
specification (which will be determined at our discretion).
8. HEALTH & SAFETY
The Customer shall take all reasonable steps to ensure that Good(s) are
used in accordance with any relevant information or advice which EW
Group (UK) Ltd may make available to the Customer including without
limitation any instructions and warnings to the safe and proper use of
the Good(s).
9. ILLUSTRATIONS
Any product illustrations shown fairly represent the articles described,
but owing to design alterations by manufacturers, the illustrations and
specifications cannot, at all times, be taken as exact in detail and do not
form part of the Contract. 10. CONDITIONS No terms or conditions endorsed on, delivered with, or contained in
the Customer’s purchase order, confirmation of order, specification or
other document will form part of the Contract. 11. TITLE AND RISK OF GOOD(S) 11.1 Risk in the Goods will pass to the Customer on delivery. 11.2 Title to the Goods will pass to the Customer once we have received
payment in full for the Goods. 11.3 Until title to the Goods has passed to the Customer, the Customer will: 11.3.1 hold the Goods as bailee for us; 11.3.2 store the Goods separately from all other material in the Customer’s
possession; 11.3.3 take all reasonable care of the Goods and keep them in reasonable
condition; 11.3.4 insure the Goods: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the price (v) noting
our interest on the policy; 11.3.5 ensure that the Goods are clearly identifiable as belonging to us; 11.3.6 not remove or alter any mark on or packaging of the Goods; 11.3.7 inform us as soon as possible if the Customer becomes subject to any event of insolvency or bankruptcy (as listed in clause 11.4 below); and 11.3.8 provide us such information concerning the Goods as we may request from time to time. 11.4 If, at any time before title to the Goods has passed to the Customer, the
Customer informs us, or we reasonably believe, that the Customer has
or is likely to become subject to an insolvency event, bankruptcy,
threatens to or does cease trading, makes a proposal to its creditors for a
composition or other voluntary arrangement, or appoints a receiver,
liquidator or administrator to the Customer’s business, we may: 11.4.1 require the Customer at the Customer’s expense to re-deliver the Goods to us; and 11.4.2 if the Customer fails to do so promptly, enter any premises where the
Goods are stored and repossess them. 12. INTEREST & COMPENSATION We reserve the right to charge interest at the current statutory rate of
8.5% and compensation at the rate described pursuant to the Late
Payment of Commercial Debts (Interest) Act 1998 in respect of any
overdue invoices from the date they became overdue until paid in full. 13. INDEMNITY AND LIMITATION OF LIABILTY 13.1 The Customer shall indemnify us from and against any losses, damages,
liability, costs (including legal fees) and expenses which we may suffer or
incur directly or indirectly from the Customer’s breach of any of its
obligations under the Contract. 13.2 The extent of our liability under or in connection with the Contract
(regardless of whether such liability arises in tort, contract or in any other
way and whether or not caused by negligence or misrepresentation) shall
be as set out as follows: 13.2.1 our total liability shall not exceed the sum of the contract price; 13.2.2 we shall not be liable for consequential, indirect or special losses; 13.2.3 we shall not be liable for any of the following (whether direct or indirect):
loss of profit; loss of data; loss of use; loss of production; loss of contract;
loss of opportunity; loss of savings; discount or rebate (whether actual or
anticipated); harm to reputation or loss of goodwill. 13.3 Notwithstanding any other provision of the Contract, the liability of the
parties shall not be limited in any way in respect of the following: 13.3.1 death or personal injury caused by negligence; 13.3.2 fraud or fraudulent misrepresentation; 13.3.3 breach of the terms implied by Section 12 of the Sale of Goods Act 1979; 13.3.4 any other losses which cannot be excluded or limited by applicable law. 14. FORCE MAJEURE
EW Group (UK) Ltd shall not be liable for any failure to supply and/or
deliver Good(s) for any incomplete supply or delivery or for any damage
to or defect in the good(s) caused by strikes, lockouts, labour
disturbances, Acts of God or for any other reason beyond our control
including any act or default of our own suppliers, the customer or third
parties. 15. GOVERNING LAW & JURISDICTION These terms and conditions and any matters arising from this contract
shall in all respects be constructed under the Law of England and the
English courts shall have exclusive jurisdiction in respect of any
proceedings relating to this contract. 16. GENERAL TERMS 16.1 No variation of these Conditions or to an Order, or to a quotation from
us will be binding unless expressly agreed in writing and executed by a
duly authorised signatory on behalf of EW. 16.2 The Customer shall pay all sums that it owes to us under the Contract without any set-off, counterclaim, deduction or withholding of any kind,
save as may be required by law. 16.3 No failure, delay or omission by either party in exercising any right, power
or remedy provided by law or under this Agreement shall operate as a
waiver of that right, power or remedy, nor shall it preclude or restrict
any future exercise of that or any other right or remedy. No single or
partial exercise of any right, power or remedy provided by law or under
this Agreement shall prevent any future exercise of it or the exercise of
any other right, power or remedy.
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