1. DEFINTIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
“E-A-P” means E-A-P International Limited, a company registered in England and Wales with company
number 01592211 having its registered office at 2 Heap Bridge, Bury, Lancashire, United Kingdom,
BL9 7HR.
“Buyer” means the person, firm or company who purchases Goods from E-A-P.
“Terms and Conditions” means these standard terms and conditions of sale.
“Contract” means any contract between E-A-P and the Buyer for the sale and purchase of the Goods,
incorporating the Conditions.
“Goods” means any goods agreed in the Contract to be supplied to the Buyer by E-A-P (including any part or
parts of them).
“Order” means a purchase order, acceptance of a quotation for Goods or other order for Goods.
“Order Confirmation” means the last written order confirmation for the Goods made on E-A-P printed order
confirmation form, issued by E-A-P and forming part of the Contract.
“Stock Items” means a standard, unmodified item of stock being an item which is routinely and regularly held in
stock or offered for sale by E-A-P.
1.2 Headings in these Terms and Conditions shall not affect their interpretation
1.3 A reference to a particular law is a reference to it as it is in force from the time to time taking account of any amendment,
extension, applications or re-enactment.
1.4 Words in the singular include the plural and in the plural include the singular.
1.5 A reference to one gender includes a reference to the other gender.
1.6 A reference to writing or written includes email but not SMS messaging
2. QUOTATIONS AND BASIS FOR SALE
2.1 All offers and quotations made by E-A-P and all Orders accepted by E-A-P are subject to these Terms and Conditions as
if included in such offers, quotations or order.
2.2 These Terms and Conditions shall govern the sales of the Goods to the exclusion of any other terms and conditions and
no Order from the Buyer shall be deemed to be accepted by E-A-P and the Contract shall not be capable of creation until
an Order Confirmation is issued by E-A-P or (if earlier) E-A-P delivers the Goods to the Buyer.
2.3 Acceptance by the Buyer of delivery of the Goods shall (without prejudice to Condition 2.2) be deemed to constitute
unqualified acceptance of the Terms and Conditions.
2.4 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised
representatives of the Buyer and E-A-P.
2.5 E-A-P’s employees or agents are not authorised to make any representations concerning the Goods, their application or
use and/or service unless confirmed by E-A-P in writing. In purchasing the Goods, the Buyer acknowledges that it does
not rely on and waives any claim for breach of any such representations (unless confirmed by E-A-P in writing) and the
Buyer accepts that it acts entirely at its own risk.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer,
invoice or other document or information issued by E-A-P shall be subject to correction without any liability on the part of
E-A-P. The Buyer is solely responsible for ensuring that the terms of its Order and any applicable specification are
complete and accurate.
2.7 Where the Goods consist (in whole or part) of Goods manufactured by third parties, then these Terms and Conditions
together with the Terms and Conditions of the relevant third party manufacturer, so far as they relate to the use of the
Goods, will apply.
2.8 Quotations are provided by E-A-P on the basis that no Contract shall come into existence except in accordance with
Condition 2.2 or Conditions 2.3. Any quotation is valid for a period of 30 days only from its date, provided that E-A-P has
not previously withdrawn it in writing.
2.9 No Order from the Buyer which has been accepted by E-A-P in accordance with Condition 2.2 may be cancelled by the
Buyer except with E-A-P’s written agreement.
3. PRICES
3.1 All orders are accepted and all quotations are subject to E-A-P’s right to charge its price at the date of despatch unless
specifically otherwise agreed in writing by E-A-P. Prices quoted apply to the quantity quoted and may not apply to lesser
quantities than specified.
3.2 Where prices are quoted for annual usages and the quantity quoted for is not taken within 12 months from the date of the
Buyer’s order, E-A-P reserves the right retrospectively to charge the difference in price between the quoted price and the
price applicable to the lower quantity actually taken.
3.3 All prices are exclusive of Value Added Tax which will be charged when appropriate.
3.4 Orders are quoted and accepted as Ex-Works prices unless quoted otherwise.
3.5 The prices are in the currency as shown on the invoice. Should that currency cease to be legal tender in the country of
the invoice address, or payment of the invoice otherwise be prevented in that currency, then the invoice amount becomes
payable in Great British Pounds Sterling (GBP) at the exchange rate ruling on the date of the invoice.
4. ORDERS AND SPECIFICATIONS
4.1 The quantity and description of the Goods shall be as set out in the Order Confirmation (subject to quantity tolerances
stated in Condition 9.5 or 9.6).
4.2 All samples, trade cards, drawings, descriptive matter, models, specifications and advertising provided or issued by E-A-P
and any description or illustrations contained in E-A-P’s catalogues, brochures or on its website are for illustrative
purposes only and do not form part of the Contract unless expressly stated in the Order Confirmation as being or forming
part of the specification to which the Goods are being manufactured.
4.3 E-A-P may make changes to the specification to which the Goods are being manufactured where required to conform to
applicable legislation without referring back to the Buyer for approval.
4.4 The Buyer shall be responsible to E-A-P for ensuring the accuracy of the terms of any order (including any applicable
specification) submitted by the Buyer, and for giving E-A-P any necessary information relating to the Goods and/or
service within a sufficient time to enable E-A-P to supply the Goods in accordance with these Terms and Conditions. Any
specific requirements of the Buyer in relation to the Goods must be clearly specified by the Buyer prior to placing any
Order. E-A-P’s acceptance of the same is solely confirmed by a specific confirmation upon the Order Confirmation and
the Buyer must check the same for confirmation and validation of the Buyer’s requirements within the Contract.
4.5 Where:
4.5.1 The Goods are to be manufactured by E-A-P; or
4.5.2 Any process is to be applied to the Goods by E-A-P; or
4.5.3 A service is to be provided by E-A-P in accordance with a specification submitted by the Buyer.
the Buyer shall indemnify E-A-P against all loss, damages, costs and expenses awarded against or incurred by E-A-P in
connection with or paid or agreed to be paid by E-A-P in settlement of any claim for infringement or any patent, copyright,
design, trade mark or other industrial or intellectual property rights of any other person which results from E-A-P's use of
the Buyer's specification.
4.6 E-A-P reserves the right to make any changes in the specification of the Goods.
4.7 E-A-P reserves the right to subcontract, in whole or in part, its obligations hereunder.
5. PAYMENT TERMS
5.1 Payment with Order or prior to despatch may be required. Any offer of credit will be solely at E-A-P’s discretion. E-A-P’s
normal terms of payment are 30 days from month end (Goods shipped in any month must be paid for prior to the end of
the subsequent month). E-A-P will charge interest at the rate of 2.5% per month or part thereof on any outstanding
balance.
5.2 If default in payment is made E-A-P shall be entitled to suspend delivery of any further Goods until the default is
remedied.
5.3 E-A-P prefers payment by electronic methods. Bank details are published with new customer account forms and on some
accounting paperwork. The Buyer should not process any change of bank details notice purporting to be from E-A-P
without first confirming by telephone to E-A-P’s office. Under no circumstances shall E-A-P be liable for the Buyer’s failure
to exercise due care before making payments.
5.4 Time for payment shall be of the essence.
5.5 No payment shall be deemed to have been received until received by E-A-P in cash or cleared funds.
5.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off,
retention, counterclaim, abatement or otherwise.
5.7 E-A-P has the right prior to delivery to require full or partial payment of the price or the provision of security for payment of
a type (including, without limitation, an irrevocable letter of credit confirmed by a United Kingdom bank) and in a form
acceptable to E-A-P.
5.8 Any credit extended to the Buyer may be changed or withdrawn at any time.
5.9 All payments made by the Buyer to E-A-P shall be apportioned, first to Goods which have been resold by the Buyer and
then Goods which remain in the possession or under control of the Buyer notwithstanding any purported contrary
apportionment by the Buyer.
5.10 E-A-P shall be entitled at any time or times, without notice to the Buyer, to set off any sum or sums owing to it from the
Buyer against any sums owed to the Buyer by E-A-P whether any such sum is present or future, liquidated or
unliquidated under this Contract or not and irrespective of the currency of its denomination. Any exercise by E-A-P of its
rights under this Condition shall be without prejudice to any other rights or remedies available to it under this Contract or
otherwise.
6. CANCELLATION BY BUYER
6.1 No Order which has been accepted by E-A-P may be cancelled by the Buyer except with the prior agreement in writing of
E-A-P. In such event, the Buyer shall indemnify E-A-P 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 E-A-P as a result of cancellation.
6.2 Defects in any Goods shall not entitle the Buyer to cancel the remainder of an Order, nor shall the Buyer be entitled to
return Goods already delivered which are not defective.
7. EXPORT
7.1 In order to ensure full compliance with UK / EU export controls and sanctions laws and regulations, the Buyer
acknowledges and agrees that all products purchased from E-A-P for export are subject to control under the UK / EU
Control regulations administered by the Department of Trade and Industry or the European Union and other applicable
export control law and sanctions regulations and the Buyer will meet all costs of any nature associated with the expert of
the Goods.
7.2 The Buyer agrees that it will not export, re-export or transfer products purchased from E-A-P via any means to any
prohibited destination or for a prohibited end-use. E-A-P reserves the right to refuse and/or cancel any order if, at any
time, E-A-P believes that any export control or sanctions laws may be violated.
7.3 By purchasing any Goods from E-A-P the Buyer is acknowledging it has read and understands this element of E-A-P’s
Terms and Conditions and agrees to comply with all applicable export control laws and it further represents that The
Buyer is not under any control of, located in, or a resident national of any prohibited country, and is not a prohibited
person or entity.
7.4 This term is not meant to be a comprehensive summary of the export laws that govern the Goods and services. It is the
Buyer’s responsibility to consult with a legal advisor to ensure compliance with applicable laws.
8. SMALL ORDERS AND CARRIAGE
8.1 Goods will be despatched by E-A-P by courier.
8.2 Should the Buyer wish to arrange its own customer collection (and upon E-A-P’s written agreement to the same) E-A-P
will make the Goods available for collection by the Buyer’s carrier on such date as is agreed by E-A-P. In the event that
the consignment is not collected within 10 working days of the specified date, E-A-P will despatch the Goods to the Buyer
by courier. The Buyer’s invoice for the original supply of Goods will be raised on the date that the Buyer requested
collection to be made and should E-A-P subsequently have to despatch the Goods, an invoice will be raised to and
payable by the Buyer in respect of the cost of carriage.
9. DELIVERY AND RECEIPT OF GOODS
9.1 Goods will be delivered to the delivery address specified in the Order Confirmation.
9.2 Any dates specified by E-A-P for delivery and/or despatch of the Goods are estimates only and any failure to deliver on
such dates will not be a breach of contract. Time for delivery is not of the essence and shall not be made so by notice
from the Buyer.
9.3 E-A-P may deliver the Goods by separate instalments. Each instalment shall be a separate Contact which shall be
invoiced and paid for as such. No termination, repudiation or rescission of any one Contract relating to an instalment shall
entitle the Buyer to Terminate or rescind any other Contract or instalment.
9.4 All Goods are checked before despatch and E-A-P’s Invoice constitutes written confirmation as to date and quantity
despatched.
9.5 Every effort is made to ensure that the quantity of Goods despatched corresponds exactly with the quantity advised on EA-P’s delivery note. The Buyer agrees and accepts a margin of error of +0.5% on all deliveries and the parties agree that
E-A-P the Buyer may not claim for shortages unless the shortage is greater than 0.5% of any item advised.
9.6 Where Goods are specifically manufactured against a Buyer’s order E-A-P reserve the right to over deliver or under
deliver up to 10% of the quantity ordered and invoice accordingly and consider the Order complete.
9.7 All claims must be notified in writing within three days of receipt of Goods, or, in the case of non-delivery, within seven
days after the date of despatch. After this period no claim can be accepted.
9.8 Claims for incorrect quantity or quality will only be recognised or considered if notified to E-A-P in writing within three days
of receipt of Goods.
9.9 It is the responsibility of the Buyer to satisfy itself upon delivery that the Goods are satisfactory. If the Buyer alleges that
Goods are defective in material or workmanship within three days of delivery to the Buyer, and E-A-P accepts them to be
so defective, E-A-P will at its election replace the Goods without charge to the Buyer or provide a credit note to the value
of the Goods. It is a condition of such undertaking that E-A-P is satisfied that the defect existed at the time when the
Goods left E-A-P’s premises and E-A-P’s liability is limited to replacement of the Goods in exchange for the Goods
originally supplied.
9.10 E-A-P shall not be liable to the Buyer or any third party for losses arising from or in connection with any delay in the
delivery of the Goods (even if caused by E-A-P’s negligence), nor shall any delay entitle the Buyer to terminate or rescind
the Contract.
9.11 The Buyer shall be responsible for unloading the Goods at the delivery point and for providing all necessary access,
equipment and manual labour for doing so. The Buyer shall indemnify and keep indemnified E-A-P against any and all
losses incurred by or made against any E-A-P Party arising from or in connection with any delay by the Buyer in
unloading the Goods.
9.12 If for any reason the Buyer refuses or fails to accept delivery of any of the Goods when they are ready for delivery, or EA-P is unable to deliver the Goods because the Buyer has not taken any action necessary on its part for delivery:-
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by E-A-P’s negligence) at the time
when (had it not been for the actions, or lack of action of the Buyer) delivery would have taken place;
(b) E-A-P shall be entitled (at its discretion) to store the Goods until such time(s) as delivery may be effected and
recover from the Buyer any loss and/or additional costs incurred as a result of such refusal or failure (including,
without limitation, storage and insurance from the original due date of delivery); and
(c) E-A-P shall be entitled to terminate the Contract if delivery of the Goods is not effected within a reasonable time
from the original due date of delivery, dispose of the Goods as E-A-P may (at its discretion) determine and recover
from the Buyer any loss and/ or additional costs incurred as a result of such refusal or failure.
10. ADVICE AND DISCLAIMER
10.1 Any advice or information which E-A-P may offer to the Buyer or prospective Buyers is given to the best of E-A-P’s ability,
having regard to the relevant factors known to E-A-P and information provided to E-A-P, but is given expressly without
any liability on E-A-P’s part.
10.2 All advice of Goods suitability or regulatory compliance is given in strict accordance with the following disclaimer:
10.3 All information supplied by E-A-P is given in good faith and in E-A-P’s best judgement and is meant for guidance
purposes only. E-A-P makes or offers no warranty that any E-A-P part will perform satisfactorily in a given application and
it is for the Buyer to satisfy itself that it will (for which purpose E-A-P strongly recommends an independent evaluation by
the Buyer prior to acceptance). E-A-P reserves the right to amend all statements and technical data without any prior
notice.
11. E-A-P’S DESIGNS
11.1 Any designs, drawings, plans, data or other information relating to the Goods ("Designs") supplied by E-A-P to the Buyer,
or specifically produced by E-A-P for the Buyer in connection with the Contract together with the copyright, design rights
or any other intellectual property rights in the Designs shall be the exclusive property of E-A-P. The Buyer shall not
disclose to any third party or use any such Designs except to the extent that it is, or becomes, public knowledge through
no fault of E-A-P, or as required for the purposes of the Contract.
11.2 It is the responsibility of the Buyer to ensure that Goods are suitable for the purposes for which they are required and any
implied condition that the Goods are fit for any particular purpose is hereby excluded.
12. RISK AND TITLE TO THE GOODS
12.1 Ownership of the Goods shall not pass to the Buyer until E-A-P has received in full (in cash or cleared funds):-
(a) all sums due to it under the Contract; and
(b) all other sums which are, or which become, due to E-A-P from the Buyer in terms of any other Contract.
12.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall:-
(a) hold the Goods on a fiduciary basis as E-A-P’s bailee;
(b) keep the Goods free from any charge, lien or other encumbrance;
(c) store the Goods (at no cost to E-A-P) separately from all other goods of the Buyer or any third party so that they
remain readily identifiable as E-A-P’s property, provided that such markings are not indelible and do not damage
the Goods;
(d) mark the Goods so as to be clearly identifiable as E-A-P’s property, provided that such markings are not indelible
and do not damage the Goods;
(e) take proper care of the Goods and take all reasonable steps to prevent any damage to, or deterioration of, them;
(f) insure and keep insured the Goods for their full price against all risks to the reasonable satisfaction of E-A-P and
shall whenever requested by E-A-P produce a copy of the policy of insurance. If the Buyer fails to insure the
Goods in accordance with this clause all sums owing by the Buyer to E-A-P shall become due and payable
immediately. The proceeds of any claims on such insurance policy shall be held in trust for E-A-P and the Buyer
shall promptly account to E-A-P with such proceeds.
(g) notify E-A-P immediately upon the happening of any of the events set out in Condition 12.6;
(h) not destroy, deface or obscure any identifying mark or packaging on, or relating to, the Goods;
(i) not part with possession of the Goods otherwise than in accordance with Condition 12.3; and
(j) give E-A-P such information relating to the Goods as E-A-P may from time to time require.
12.3 The Buyer may resell the Goods before ownership has passed to it with E-A-P’s prior written consent (but not otherwise)
provided:-
(a) any sale will be effected in the ordinary course of the Buyer’s business at not less than the full price (being the cost
of the Goods as invoiced by E-A-P to the Buyer);
(b) as between the Buyer and its customer the Buyer shall sell the Goods (at its own cost and expense) as principal
and the Buyer shall not commit E-A-P to any contract with or liability to the customer or any other person;
(c) as between E-A-P and the Buyer, the Buyer shall sell the Goods in a fiduciary capacity as agent for E-A-P; and
(d) notwithstanding any agreed period of credit for payment of the price of the Goods the Buyer shall pay the proceeds
of such sales to E-A-P (up to the aggregate amount then due to E-A-P) within 48 hours of receipt.
12.4 The Buyer acknowledges that as a consequence of its fiduciary relationship with E-A-P it is under a common law duty to
hold the proceeds of any sales of Goods in trust for E-A-P and not to mingle such proceeds with any other monies or pay
them into an overdrawn bank account, such common law duty being unaffected by and wholly independent of these
Terms and Conditions.
12.5 The Buyer agrees immediately upon being so requested by E-A-P to assign to E-A-P all rights and claims which the
Buyer may have against its customers arising from such sales until ownership of the Goods sold by the Buyer to its
customer has passed.
12.6 E-A-P reserves the right to repossess and resell any Goods to which it has retained title and E-A-P’s consent to the
Buyer’s possession of the Goods and any right the Buyer may have to possession of the Goods shall terminate
immediately if:-
(a) any sum owned by the Buyer to E-A-P (whether under the Contract or otherwise) is not paid to E-A-P by the due
date; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/ Its property or obtained
against him/ it; or
(c) The Buyer (being an individual) becomes unable to pay his debts within the meaning of section 268 of the
Insolvency Act 1986 or enters into a voluntary arrangement or enters into any deed or arrangement with his
creditors or if a petition is presented for the making of a bankruptcy order against him or if the Buyer takes or
suffers any similar or analogous actions.
(d) the Buyer (being a body corporate) becomes unable to pay its debts within the meaning of section 12 of the
Insolvency Act 1986 or has an order made, or a resolution is passed, for its winding-up (otherwise than for the
purposes of amalgamation or reconstruction previously approved in writing by E-A-P) or if a meeting is called to
approve the appointment of a liquidator of the Buyer (including a provisional Liquidator) or if a petition is presented
to the court for the appointment of a liquidator to the Buyer (including a provisional liquidator) or if a receiver,
manager, administrative receiver or an administrator is appointed or a petition is presented to the Court for the
appointment of an administrator to the Buyer or over any part of the Buyer’s undertaking or if circumstances arise
which might entitle the court or a creditor to appoint a liquidator (including a provisional liquidator), receiver,
manager, administrative receiver or administrator or which might entitle the Court to make a winding-up order if the
Buyer takes or suffers any similar or analogous action.
12.7 E-A-P shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not
passed from E-A-P.
12.8 The Buyer hereby grants an irrevocable right and licence to E-A-P and its employees, agents and subcontractors to enter
upon all or any of the Buyer’s premises with or without vehicles during normal business hours for the purpose of
inspecting and/ or repossessing Goods to which it has retained title.
12.9 Where E-A-P is unable to determine whether any Goods are the Goods in respect of which the Buyer’s right to
possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by E-A-P to the Buyer in
the order in which they were invoiced to the Buyer.
12.10 On termination of the contract, howsoever caused, E-A-P’s (but not the Buyer’s) right contained in this condition 12 shall
remain in effect.
13. RETURNS POLICY
13.1 Save as provided for in this clause, items cannot be returned to E-A-P and the Buyer will not be entitled to any refund for
Goods.
13.2 E-A-P may (at its election) accept the return from the Buyer of such quantity of the Goods as E-A-P is prepared to accept,
provided that such Goods are Stock Items, they have not been in the possession of the Buyer for more than 14 days, and
they are returned to E-A-P in an undamaged state and in their original and unopened packaging. In the event that E-A-P
agrees to accept the return of such Goods, they shall be returned at the cost of the Buyer, and E-A-P will refund their cost
less a returns charge equivalent to 15% of the value of the returned Goods.
13.3 If a Buyer wishes to return a partial quantity to that originally supplied, E-A-P reserves the right to review original pricing
to see if a higher net price should have been charged for the quantity kept (in which case the amount will be deducted
from the value of the return). A returns charge of 15% will still apply to the original invoice value.
13.4 The returns charge of 15% can, at the election of E-A-P, be increased to 25% if the total volume the returned products is
≥25pcs (excluding Chem-Rings), or total value of return is ≥ £1000.
13.5 E-A-P will not accept the return of Goods which are not Stock Items.
13.6 Any Goods which are shipped by the E-A-P to the Buyer in error will be accepted by E-A-P and a full refund (including
carriage incurred) will be issued provided such Goods are returned to E-A-P within 14 days of delivery to the Buyer, and
they are in their original packaging and are unopened. E-A-P reserves the right to assess each case of return individually.
E-A-P’s decision regarding refund is final. Any agreement to refund under these circumstances does not constitute an
admission of liability.
14. DEFECTIVE GOODS
14.1 The sole obligation of E-A-P under the Contract shall be to repair or replace any Goods which E-A-P accepts are
defective from stock or (if not immediately available from stock) as quickly as it is able to source replacement goods.
Goods will not be accepted as defective if they comply with the allowed tolerances provided for by ISO3601 or any other
relevant industry standards or regulations.
14.2 In no circumstances whatsoever shall E-A-P be liable for any consequential loss suffered by the Buyer whether caused
by E-A-P’s negligence, misrepresentation, breach of contract, warranty, or howsoever, and in these terms and conditions
the term “consequential loss” is agreed to include but not to be limited to:
i. any loss of profit, revenue or income;
ii. any liability under any claim brought or initiated by a third party, and
iii. any expenditure directly or indirectly caused by, related to or arising out of any defects or failures in the Goods.
14.3 Without prejudice to the aforesaid, in no circumstances whatever shall E-A-P’s liability or the amount of any indemnity,
damages or compensation payable by E-A-P on any claim or claims whatsoever concerning or relating, directly or
indirectly, to the Goods and including but not limited to claims based on negligence, misrepresentation, breach of
contract, warranty or the aforesaid guarantee, exceed in total E-A-P’s invoice price of those of the Goods which are
complained of, excluding VAT.
14.4 This clause shall supersede and displace any additional, inconsistent or supplemental warranties, limitations or
exclusions of damages provided by E-A-P’s standard Terms and Conditions or other documents or representations. E-AP shall, however, be under no liability whatsoever under this clause or otherwise if the total price for the Goods has not
been paid by the due date for payment;
14.5 Nothing in these Terms and Conditions shall be taken as excluding or restricting or as attempting to exclude or restrict EA-P’s liability for death or personal injury resulting from negligence as defined in the Unfair Contract Terms Act 1977.
Where the Buyer deals as a consumer (as defined in the Consumer Transactions (Restrictions on Statements Order)
1976) The Buyer’s statutory rights shall not be affected by these Terms and Conditions.
14.6 E-A-P shall be under no liability in respect of any defect in the Goods and/or Service arising from any drawing, design or
specification supplied by the Buyer;
14.7 E-A-P shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow E-A-P’s instructions (whether oral or in writing) in particular, but not limited
to, the incorrect handling or application of the Goods, misuse or alteration or repair of the Goods without E-A-P’s
approval;
14.8 Subject as expressly provided in these Terms and Conditions, and except where the Goods and/or Service are sold to a
person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.9 Under no circumstances shall any recovery of any kind against E-A-P be greater in amount than the price of the Goods to
the Buyer.
15. INFRINGEMENT OF PATENTS, REGISTERED DESIGNS OR COPYRIGHT
15.1 The Buyer shall indemnify E-A-P against all damages, costs and expenses to which the Buyer may become liable as a
result of work done in accordance with the Buyer’s specification which involves infringement or alleged infringement of a
patent registered design or copyright.
16. LEGAL INTERPRETATION
16.1 The contract between E-A-P and the Buyer is governed by English law and the Buyer submits to the non-exclusive
jurisdiction of the English Courts.
17. MISCELLANEOUS
17.1 E-A-P reserves the right to alter the design of E-A-P’s Goods at any time.
17.2 Confirmation orders must be clearly marked “confirmation” by the Buyer. In the event that the Buyer fails to do so and an
order is supplied twice, E-A-P will only accept the return of the Goods in accordance with clause 13 above.
17.3 Verbal orders are accepted by E-A-P. Any such order is repeated back to the Buyer and it is the responsibility of the
Buyer to check and advise E-A-P of any discrepancy.
18. ANTI-BRIBERY, ANTI-CORRUPTION AND MODERN SLAVERY
18.1 E-A-P shall comply with all applicable laws, not engage in any activity which would constitute as an offence, maintain in
place its own policies and procedures, maintain in place adequate procedures to ensure that E-A-P complies with the
relevant requirements, and require the Buyer to maintain in place adequate procedures.
© E-A P International Limited September 2020
Terms & Conditions
