In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
|“Buyer”||The person, firm or Company (including a Consumer) whose order for the Goods is accepted by THE COMPANY|
|“Consumer”||An individual or entity who enters into a Contract to obtain Goods or Services from THE COMPANY for purposes which are outside its trade, business or profession|
|“Contract”||Any Contract between THE COMPANY and the Buyer for the sale and purchase of the Goods or supply of the Services formed in accordance with Condition 2|
|“Goods”||Any Goods which THE COMPANY supplies to the Buyer (including any of them or any part of them) under a Contract|
|“Services”||Any Services which THE COMPANY provides to the Buyer (including any of them or any part of them) under a Contract|
|“Terms and Conditions”||The standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and THE COMPANY and attached to these terms and conditions|
|“THE COMPANY”||ECS UK Ltd – Effective Consumable Solutions Registered office, The Warren, 21 Gringley Road, Doncaster, South Yorkshire, DN10 4AP.|
2. FORMATION AND INCORPORATION
2.1 Subject to any variation under Condition 11.2, the Contract will be upon these Terms and Conditions, to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
2.2 Each order or acceptance of a quotation for Goods or Services will be deemed to be an offer by the Buyer to purchase Goods or Services upon these Terms and Conditions. The Contract is formed when the order is accepted by THE COMPANY. No Contract will come into existence until the acceptance, either orally or in writing, of an order by THE COMPANY.
2.3 Any quotation is valid for a period of 30 days only from its date, provided THE COMPANY has not previously withdrawn it.
The quantity and description of the Goods and/or Services will be as set out in the order form/specification. All samples, drawings, descriptive matter, specifications and advertising issued by THE COMPANY and any descriptions or illustrations contained in THE COMPANY’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services represented by or described in them.
4. PRICE AND PAYMENT
4.1 The price for the Goods and/or Services will be the price set out in THE COMPANY’s price list current at the date of acceptance of order and is exclusive of any costs of packaging and carriage, VAT and any other applicable sales tax or duty.
4.2 THE COMPANY will invoice the Buyer for the Goods or Services on despatch and any anomalies must be notified to THE COMPANY immediately and specifically within 2 working days.
4.3 THE COMPANY specifies payment terms which are strictly 30 days from date of invoice or upon termination of the Contract, whichever occurs first.
4.4 THE COMPANY may, in its absolute discretion, require payment to be made before the provision of any Goods or Services.
4.5 Where an order is spread over more than one delivery, each delivery will be invoiced on despatch and due payable as in 4.3.
4.6 All payments to be made by the Buyer under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
4.7 THE COMPANY may at any time suspend the provision of Goods or Services if the Buyer is late in making any payment due to THE COMPANY.
4.8 If any sum payable under the Contract is not paid when due then, without prejudice to THE COMPANY’s other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgement, at 8% per annum over Barclay’s Bank plc base rate and THE COMPANY will be entitled to suspend deliveries of the Goods or Services until the outstanding amount has been received.
4.9 In the event THE COMPANY institutes legal proceedings against the Buyer to recover any outstanding sums due for Goods supplied to the Buyer, THE COMPANY shall be entitled to recover from the Buyer all costs incurred in such proceedings, including legal fees.
5.1 The Goods and Services shall be delivered to the Buyer’s premises or to the location agreed between the Buyer and THE COMPANY as specified at the time of order and agreed in writing between THE COMPANY and the Buyer.
5.2 Any despatch date or delivery date given by THE COMPANY is an estimate and THE COMPANY will not be liable for any loss or damage arising directly or indirectly from any delay in despatch or delivery.
5.3 THE COMPANY will use reasonable endeavours to deliver each of the Buyer’s orders for the Goods and/or Services within the time agreed when the Buyer places an order and, if no time is agreed, then within a reasonable time, but the time of delivery will not be of the essence.
5.4 Where the Buyer requests express or overnight carriage, any costs over and above the normal delivery costs will be charged to the Buyer.
5.5 The Goods will be deemed to be delivered and risk will be deemed to be passed to the Buyer upon delivery to the Buyer’s premises, or the Buyer’s nominated alternative location or premises, as specified at the time the order was placed and accepted.
5.6 Delivery of the Goods will be accepted at any time of day. If the Buyer fails to take delivery, the Goods will be deemed to have been delivered and THE COMPANY, without prejudice to its other rights, may at its option store or arrange for storage of the Goods until actual delivery and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance).
5.7 All deliveries will be accompanied by a Delivery Note and any discrepancies must be notified to THE COMPANY within 2 working days.
6.1 All Goods will remain the property of THE COMPANY until the price of such Goods has been paid in full (in cash or cleared funds).
6.2 Risk in the Goods will pass to the Buyer from the date of delivery.
6.3 The Buyer’s right to possession will terminate immediately upon the occurrence of an event which would allow THE COMPANY to terminate the Contract under Condition 10.1.
6.4 The Buyer grants THE COMPANY, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are, or may be, stored in order to recover the Goods where the Buyer’s right to possession has terminated.
7. LIABILITY OF THE COMPANY
7.1 This Condition 7 is in addition to and does not affect a Consumer’s rights in relation to defective Goods or Services given to Consumers by law.
7.2 THE COMPANY will, free of charge, within a period of 6 months from the date of delivery of Goods which are proved to the reasonable satisfaction of THE COMPANY to be damaged or defective, replace such Goods. This obligation will not apply where:
7.2.1 any instructions as to the use or storage of the Goods have not been complied with in all respects; or
7.2.2 the Buyer has failed to notify THE COMPANY of any defect or suspected defect within 14 days of delivery where the defect should be apparent on reasonable inspection, or within 14 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 6 months from the date of delivery.
7.3 THE COMPANY will refund to the Buyer the cost of carriage on the return of any such defective or damaged Goods, and will deliver any repaired or replacement Goods to the Buyer at THE COMPANY’s own expense.
7.4 THE COMPANY does not exclude its liability (if any) to the Buyer for any matter which it would be illegal for THE COMPANY to exclude (or to attempt to exclude) including those matters referred to in Condition 10.5 where the Buyer is a Consumer.
7.5 Except as provided in Conditions 7.1 to 7.4 and 11.5, THE COMPANY will be under no liability to the Buyer whatsoever (whether in Contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with any Contract including the provision of any Goods or Services.
7.6 Except as set out in Conditions 5.3, 7.1 to 7.4 and 11.5, THE COMPANY hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.
7.7 Without prejudice to the foregoing, THE COMPANY shall in no circumstances be liable for any loss, damage costs or expenses which exceed the aggregate of the sale price of the Goods.
8. RETURN OF GOODS
8.1 THE COMPANY reserves the right not to accept Goods returned without prior agreement.
8.2 No return of Goods may be made without prior written approval of THE COMPANY. Such approval, if given, will include an official returns number and specific returns instructions for such return to be valid.
8.3 Notifications relating to faulty Goods must be in writing to THE COMPANY within the timescales set out in 7.2 and must include: the item details, purchase date, an explanation of the problem, supporting evidence where available, and the service history of the machine in which the item was installed.
8.4 No returns will be accepted for defects notified to the Buyer at the time of order or before despatch.
9. CANCELLATION OF ORDER
9.1 If you wish to cancel an order you must inform us in as soon as possible, or by 4.30pm at the very latest on the same day that your payment was made, by telephoning 0844 357 5016 or by sending an email to email@example.com with subject heading of “Order Cancellation”. Please include your Order ID.
9.2 If we receive your order cancellation instruction before we have dispatched the goods to you, 4.30pm on the same day, you shall be entitled to a full refund of the total order price minus the transaction fee we have incurred when we processed your payment. This transaction fee is 3% of the total order price. The refund payment will be made in accordance with the Refunds section.
9.3 If we receive your order cancellation after we have dispatched your goods to you, deadline 4.30pm, then you may no longer cancel your order. However, under certain circumstances, you may be entitled to return the goods to us in accordance with the Returns section.
10. FORCE MAJEURE
THE COMPANY will not be liable to the Buyer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of THE COMPANY including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and THE COMPANY will be entitled to a reasonable extension of time for performing such obligations.
11.1 THE COMPANY may by written notice terminate the Contract immediately if the Buyer is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect.
11.2 Failure to pay any sums due in accordance with Condition 4.3 is a material breach of the terms of the Contract which is not capable of remedy.
11.3 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Buyer or THE COMPANY accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.
11.1 This document shall constitute the whole Contract between THE COMPANY and the Buyer and these Terms and Conditions may only be varied or amended in writing and signed by a director of THE COMPANY.
11.2 The Contract contains all the terms which THE COMPANY and the Buyer have agreed in relation to the Goods and/or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods and/or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of THE COMPANY which is not set out in the Contract. Nothing in this Condition 11.2 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
11.3 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
11.4 For the avoidance of doubt, should there be any conflict between the Terms and Conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
11.5 Where the Buyer is a Consumer as defined by Section 6(2) of the Unfair Contract Terms Act 1977, the customer’s statutory rights are not affected by any provisions contained herein.
13. LAW & JURISDICTION
The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.
14. DATA PROTECTION ACT 1998
We may transfer information about you to our bankers/financiers for the purposes of providing Services for the following purposes:-
(a) Obtaining credit insurance
(b) Making credit reference agency searches
(c) Credit control
(d) Assessment and analysis (including credit scoring, product and statistical analysis)
(f) Protecting our interests
We will provide you with details of our banker/financiers and that of any credit reference agencies used on request.