1. Price
1.1The price quoted excludes VAT (unless otherwise stated). Rates of tax and duties on the goods will be those applying at the time of delivery.
1.2 Our quotations lapse after 30 days or until earlier acceptance by you. We have the right to withdraw a quotation at any time before the expiry of 30 days or your acceptance of our quotation.
1.3 Unless otherwise stated, the quoted price includes delivery for all orders of £300 net to the UK mainland.
1.4 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.
1.5 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
1.6 Unless otherwise agreed in writing, there is a minimum order charge of £100 net.
2. Delivery
2.1 All delivery times quoted are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
2.2.1you may not cancel if we receive your notice after the goods have been dispatched; and
2.2.2 if you cancel the contract, you can have no further claim against us under that contract.
2.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
2.5 We will charge you for any special packaging you request or which, in our opinion, is necessary because delivery takes place other than by normal means.
2.5 All crates, pallets and other packaging materials are charged for in addition to the price of the goods unless otherwise stated in writing at the time of your order. Where any packaging materials are so charged, credit will be given if you return them in good condition to us (carriage paid) within 30 days of delivery.
3. Delivery and safety
3.1 We may decline to deliver if:
3.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
3.1.2 the premises (or the access to them) are unsuitable for our vehicle.
3.2 If delivery does not take place, either on the contract date or not at all, because you are at fault or for reasons beyond our control, we may store the goods at your expense. We may insure the goods and deliver them as soon as possible but we may also choose to sell them after a period of one month's storage. We may, in any event, recover our storage and insurance costs, either directly from you or from any proceeds of sale.
4. Payment terms
4.1 You are to pay us in cash (or otherwise in cleared funds) on delivery, unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date:
4.3.1we may suspend or cancel future deliveries;
4.3.2 we may cancel any discount offered to you;
4.3.3 you must pay us interest at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts(Interest) Act 1998:
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each calendar month; and
c. before and after any judgement (unless the court orders otherwise).
4.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
4.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
4.6 While you owe money to us, we have a lien on any of your property in our possession.
4.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
5. Title
5.1 Until you pay all debts you may owe us:
5.1 1 all goods supplied by us remain our property;
5.1.2 you must store them so that they are clearly identifiable as our property;
5.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
5.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become insolvent
5.3 If your right to use and sell the goods ends you must allow us to remove the goods.
5.4 We have your permission to enter any premises where the goods may be stored:
5.4.1 at any time, to inspect them; and
5.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
6. Risk
6.1 The goods are at your risk from the time of delivery.
6.2 Delivery takes place either:
6.2.1at our premises (if you are collecting them or arranging carriage); or
6.2.2 at your premises (if we are arranging carriage).
6.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within three working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
7. Warranties
7.1 We warrant that the goods:
7.1.1 comply with their description on our confirmation of order form; and
7.1.2 are free from material defect at the time of delivery (as long as you comply with clause 6.3).
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.3 If you believe that we have delivered goods, which though undamaged, are defective in materials or workmanship, you must:
7.3.1 inform us (in writing), with full details within one month of delivery, or within six months of delivery if the defect was not apparent on reasonable inspection; and
7.3.2 allow us to investigate.
7.4 You must return to us at your expense any damaged or defective goods so that we can examine them. If the goods are agreed by us to be damaged or defective, we will give you credit for your reasonable costs of returning them. Proof of despatch is not proof of delivery.
7.5 If the goods are damaged on delivery, or not delivered, or are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions in clauses 6.3, 7.3 and 7.4 in full, we will (at our option) replace them, or repair them or refund an appropriate part of the price.
7.6 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
7.7 Unless otherwise agreed in writing, we shall have fulfilled our contractual obligation to you, in terms of the quantity to be supplied if the quantity supplied is within +/- 10% of the quantity of that specified on our acknowledgement of order form. We will charge you for the actual quantities delivered.
7.8 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to five million pounds.
7.9 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
7.10 We may accept higher limits to our liability to you if requested in writing, subject to our obtaining (at your expense) suitable insurance cover. In the event of a claim you undertake to provide to the insurers any information they request. You may not claim from us a sum greater than the amount (if any) we receive from the insurers.
7.11 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
8. Specifications and licences
8.1 If we prepare the goods in accordance with your specifications or instructions:
8.1.1 you must ensure that the specifications or instructions are accurate;
8.1.2 you must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
8.1.3 you warrant that the specifications or designs will not result in the infringement of any rights belonging to a third party and that you will indemnify us in respect of all loss, damage, costs or expenses (including legal fees on a full indemnity basis) which we may incur in connection with any such claim or threatened claim by a third party.
8.2 By supplying goods to you we do not waive any intellectual property rights (including any design rights) that we may have in respect of them.
8.3 All drawings, designs, specifications and information supplied by us are confidential and must not be disclosed to a third party without our written consent.
8.4 We reserve the right to make any changes in the specifications and designs of our goods that are necessary to ensure they conform with any applicable safety or other statutory requirements.
8.5 We also reserve the right to make without notice any minor modifications in our specifications, designs or materials as we think necessary or desirable.
8.6 You will obtain at your expense any licences or consents required by any agency or authority. You must produce evidence of them to us if we request it. Unless otherwise agreed in writing, your contractual obligations to us do not end because you do not obtain the licences or consents.
9. Return of goods
9.1 We will accept the return of goods from you only:
9.1.1 by prior arrangement (confirmed in writing);
9.1.2 on payment of our handling charge of 15% of the net price of the goods or £25, which ever is the higher, (unless the goods were defective when delivered); and
9.1.3 where the goods are as fit for sale on their return as they were on delivery (unless the goods were defective when delivered).
10. Export terms
10.1 Clause 10 of these terms shall apply to exports except where inconsistent with any written agreement between us.
10.2 Where the goods are supplied by us to you by way of export from the United Kingdom or from a port outside the United Kingdom, the 'Incoterms' of the International Chamber of Commerce which are in force at the time when the contract is made shall apply and the goods shall be supplied ex-works unless otherwise agreed.
10.3 The Incoterms are treated as amended by these terms (read as a whole) to the extent that they are inconsistent with them.
10.4 You are 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 due.
10.5 Where the goods are to be sent by us to you by a route including sea transport we shall be under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
10.6 If you require the goods to be tested or inspected at our premises before shipment, you are responsible for arranging such testing and inspection. We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
10.7 Payment of all amounts due to us shall be made as stipulated by us, unless otherwise agreed in writing.
10.8 We shall have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
11. Cancellation
11.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
11.2 We may suspend or cancel the order, by written notice if:
11.2.1 you fail to pay us any money when due (under the order or otherwise);
11.2.2 you become insolvent;
11.2.3 you fail to honour your obligations under these terms.
11.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 11.1 then apply).
12. Waiver and variations
12.1 Any waiver or variation of these terms is binding in honour only unless:
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
13. Force majeure
13.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may then cancel or suspend any of our obligations to you, without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, fire, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
14. General
14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2 If you are more than one person, each of you has joint and several obligations under these terms
14.3 If any of these terms are unenforceable as drafted:
14.3.1 it will not affect the enforceability of any other of these terms; and
14.3.2 if it would be enforceable if amended, it will be treated as so amended.
14.4 We may treat you as insolvent if:
14.4.1 you are unable to pay your debts as they fall due;or
14.4.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
14.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
14.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other's registered office or principal place of business. All such notices must be signed.
14.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
14.8.2 which expressly state that you may rely on them when entering into the contract.
14.8.3 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
15. Data protection Act 1998 - Information Notice
Where EJOT UK Ltd is provided with personal data as defined by the Act ("data"), it is determined that the data has been passed to us with the knowledge of the individual concerned. The data will be processed to carry out credit applications and associated activities. It will be held securely and my be shared with other EJOT Group Companies or responsible third party organisations where necessary, within and outside the European Economic Area. You may write to the Data Protection Officer at the address shown for information on the Act as it relates to your Policy. For all other enquiries you are advised to seek independent legal advice.