1.1 In these conditions:
‘the Company’ means E-A-P International Limited, and also (where the context so permits) its assignees and any successors.
‘the Contract’ means the contract for the supply of Goods formed by the Company’s acceptance (which, however made or communicated, shall be deemed made subject to these Conditions) of the Customer’s order.
‘the Customer’ means the person, firm or company placing an order with the Company.
‘the Goods’ means all those goods and materials which are the subject of the Customer’s order and which are to be supplied to the Customer by the Company under these Conditions.
2 The Contract
2.1 All Goods sold by the Company are sold subject to these Conditions and these Conditions shall be the sole terms and conditions of any sale by the Company to the Customer. The terms contained herein will prevail and terms and conditions on the Customer’s order form or other
similar document, shall not be binding on the Company and the placing of an order for or the acceptance of the Goods by the Customer, shall indicate unqualified acceptance of these Conditions.
2.2 An order may not be cancelled or varied without the prior written consent of the Company, which the Company shall be under no obligation to give but which, if given, shall be conditional upon the receipt by the Company from the Customer, of an indemnity in respect of all and any loss or damage of whatever nature sustained by the Company, as a direct or indirect result of such cancellation or variation.
2.3 No representative, agent or sales person has the Company’s authority to vary, amend or waive any of these Conditions on behalf of the Company and no amendment or addition to any of these Conditions shall be deemed to have been accepted, unless accepted in writing by
a director of the Company.
3 Price and Payment
3.1 The price payable by the Customer to the Company will be the price which applies at the date upon which the order for the Goods was accepted by the Company.
3.2 The price shall be paid by the Customer to the Company in full, net cash, within 30 days from the end of the month during which the Goods are despatched from the Company’s premises. The Customer shall not be entitled to withhold payment or make any deduction from the price in respect of any set-off or counterclaim under this or any other Contract.
3.3 Time of payment shall be of the essence of the Contract.
3.4 The price is exclusive of Value Added Tax, customs duties and all other taxes, duties and expenses in respect of the Goods.
4 Delivery Costs
4.1 The Company will make a charge for carriage and packing on all UK deliveries where the price of the Goods does not exceed 500.
4.2 For all non UK deliveries, carriage and packing will be charged unless otherwise agreed.
5 Orders and Delivery
5.1 All times, dates or periods given for delivery of the Goods are estimated only and time of delivery shall not be of the essence of the Contract. The Company shall not incur any liability whatsoever for any loss or damage resulting from delay howsoever caused.
5.2 Delivery of Goods within the UK will be made to the address specified by the Customer by any route and any method of transportation regarded as suitable by the Company.
5.3 The Customer shall accept the supply of such quantity of the Goods (whether more or less) as reasonable approximates to the stipulated amount of the Customer’s order.
5.4 The Company shall not be liable for any loss of or damage howsoever arising (whether in contract, tort (including negligence) or breach of statutory duty or otherwise) to the Goods whilst in transit, or for any claim that the Goods are defective or do not otherwise comply with the Contract, unless written notice is given to the Company by the Customer.
(a) in the case of loss, damage, defect or non-compliance with the Contract within three working days of the date of delivery; or
(b) in the case of Goods not delivered within ten working days of the date upon which the Customer is notified that the Goods have been consigned for delivery.
5.5 In the event that the Customer has complied with clause 5.4 and that the Customer has a valid claim for defect, loss, damage or noncompliance with the Contract, the Company undertakes at its option either to reprocess or replace the items concerned at its expense.
5.6 The Company shall be under no liability whatsoever to the Customer for loss, injury or damage of any kind whatsoever arising out of delay in or failure to make delivery of the Goods or any part thereof, including consequential loss of any kind, whether the same be due to
any act, omission, negligence or wilful default of the Company or its servants or agents or to any other cause whatsoever, including any breach of the Contract.
5.7 Unless otherwise agreed in writing the Company shall be entitled to make partial deliveries. Where deliveries are to be made by instalments, failure by the Company to deliver any instalments shall not entitle the Customer to treat the Contract as at an end.
6 Passing of title risk and insurance
6.1 From the time of delivery in accordance with the clause 5 the Goods shall be at the risk of the Customer.
6.2 The Goods shall remain the property of the Company until payment due under the Contract has been made in full and unconditionally or until resale of the Goods by the Customer bona fide in the ordinary course of its business and at full market price and the Customer shall
sell as agent only.
6.3 Whilst the ownership of the Company continues the Customer shall effect and maintain insurance of the Goods in their full value against all risks including fire, theft, flood, explosion, loss and other risks usually covered by insurance.
6.4 If the Goods shall become converted into or incorporated with other products while still in the ownership of the Company, the ownership in any such other products shall vest in the Company as if solely and simply the Goods, until such payment or resale as aforesaid.
6.5 In the event of any resale by the Customer of the Goods or such last mentioned products, the beneficial entitlement of the Company shall attach to the proceeds of the sale or other disposition thereof, so that such proceeds or any claim thereof shall be assigned to the Company and until and subject to such assignment, shall be held on trust for the Company by the Customer, who will stand in a strictly fiduciary capacity in respect thereof.
6.6 In the event of failure to pay the price in accordance with the Contractual obligations, the Company shall have the power to re-sell the Goods or products after reasonable notice, such power being additional to (and not in substitution for) any other power of sale arising by
operation of law, or implication, or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Customer, to remove the Goods or products.
7.1 All descriptions, specifications and dimensions in brochures and advertising material are by way of general indication only and shall not be binding.
7.2 The Company warrants that any Goods will be free from defects in material and workmanship for a period of twelve months from the date of delivery and the Company shall, at its own option either repair or replace any defective Goods supplied by it free of charge, or refund the Customer with the purchase price of the Goods in question provided that:
(a) the Customer makes a full inspection of the Goods immediately upon delivery;
(b) the Customer notifies the Company forthwith of any defects which it discovers;
(c) the Customer has used the Goods for the purpose for which they were designed and in accordance with any instructions or recommendations of the Company;
(d) the Goods have not been adjusted, altered, adapted or repaired by any party other than the Company; and
(e) the Goods are either made available to the Company for inspection or returned to the Company at the Customer’s own expense, as the Company may request.
7.3 Except as provided for in these Conditions, any warranties (whether express or implied by statute or common law or howsoever) including but without limitation those of satisfactory quality, or of fitness for a particular purpose (even if that purpose is made known expressly
or by implication to the Company) are hereby excluded.
7.4 The Company shall not be under any liability whether in contract, tort (including negligence) or otherwise in respect of any defect or for any damage or loss resulting from such a defect. The remedies specified in this clause 7 shall be the Customers sole remedy in respect
of any breach of the foregoing warranty.
8 Limitation of Liability
8.1 Notwithstanding anything to the contrary in this Contract (whether the Contract continues in force or not) the Company shall under no circumstances be liable for any (including but not limited to) loss of contracts, loss of revenue or loss of profits or business or any indirect,
special or consequential loss whatsoever and howsoever arising whether in contract, tort (including negligence) or breach of statutory duty or otherwise.
8.2 Without prejudice to clause 8.1 the aggregate liability of the Company (whether in contract, tort (including negligence) or breach of statutory duty or otherwise) to the Customer for any loss or damage of whatsoever nature and howsoever caused, shall be limited to and in no circumstances shall exceed the price of the Goods to which the claim relates.
8.3 Nothing in this contract shall have the effect of excluding or restricting the Company’s liability for death or personal injury resulting from its negligence, insofar as the same as prohibited by United Kingdom statute.
8.4 The Customer shall fully indemnify the Company, its employees, subcontractors and agents in respect of all actions, suits, claims, demands, costs, charges or expenses arising out of or in connection with the supply of the Goods or this Agreement, which is in excess of the limit of the Company’s liability as set out in clause 8.
8.5 The company makes no representation or warranty, that use of the Goods, does not infringe the rights of any third party and the Company accepts no liability in this respect.
8.6 The company shall have no liability whatsoever, in respect of the failure of the Customer, to observe the Company’s reasonable advice or instruction as to methods of storing and using the Goods.
9.1 If the Customer:
(a) defaults in any payment, or is otherwise in breach of any of its obligations under the Contract, or any other contract with the Company; or
(b) is insolvent or unable to pay its debt (as defined in Section 123 of the Insolvency Act 1986) makes or offers to make any arrangement or composition with its creditors, or has a petition for winding-up or administration presented against it, or it passes a resolution for voluntary liquidation, or if a receiver or administrative receiver or administrator is appointed or a distress, execution or other legal process is levied, enforced or sued out on or against the Buyer or any of its assets the Company may, by notice in writing to the Customer, without prejudice to any other rights, forthwith suspend or cancel any uncompleted part of the Contract or stop any Goods in transit or require payment in advance or satisfactory security for further deliveries under the Contract.
10 Force Majeure
The Company shall not be liable to the Customer for any loss or damage caused to or suffered by the Company as a direct or indirect result of the supply of the Goods by the Company being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Company including, without limitation, circumstances affecting the provision of all or any part of the Goods by the Company’s usual source of supply or delivery.
The waiver by the Company of any right, and the failure by the Company to exercise any right or to insist on the strict performance of any provision of this Contract, shall not operate as a waiver of, or preclude any further exercise or enforcement of (as the case may be) or other exercise or enforcement by the Company of that or any other right or provision.
Each provision of this contract is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Contract but (except to that extent in the case of that provision) it and all other provisions of this Contract shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired.
13 Third Party Rights
The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14 Proper Law
The contract shall be construed and governed in all respects by English law. All disputes arising under or relating to the Contract shall be subject to the non-exclusive jurisdiction of the Courts of England.
For more detailed and extensive guidelines we recommend the BSI website, and to purchase a copy of The International Standards BS ISO 2230-2002.
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