This document (together with any other documents referred to in it)
contain(s) the terms and conditions (Terms) on which Ebac Limited
supplies to you any of the Goods(as defined below) and/or Services (as
defined below)listed, from time to time, on our website at www.ebac.com
or otherwise made known to you. We may operate other websites in the
future and, unless expressly stated otherwise, these Terms will apply to
all Goods and/or Services listed on any such website and “Website”
shall be construed accordingly. These Terms only apply if you are
entering into a Contract (as defined below) with us as a business
customer. If you are a consumer customer, these Terms do not apply to
you. Consumer customers must refer to our consumer terms and conditions,
available at www.ebac.com/terms-and-conditions.
Please read these Terms carefully before ordering any Goods and/or
Services from us.These Terms will apply to any Contract (as defined
below) between us for the sale of Goods and/or supply of Services to
you. Please read these Terms carefully and make sure that you understand
them, before ordering any Goods and/or Services from us. By placing any
orders for Goods and/or Services with us, you are deemed to have
accepted these Terms. If you refuse to accept these Terms, you will not
be able to order any Goods and/or Services from us. You should print or
save a copy of these Terms and retain them for future reference.
We may amend these Terms from time to time as set out below. Every
time you wish to order Goods and/or Services from us, please check these
Terms to ensure you understand the terms which will apply at that time.
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
‘Contract’ means a contract for the sale of Goods and/or Services made by or on behalf of the Vendor with a Purchaser.
‘Force Majeure Event’has the meaning given to it at clause 17.1 of these Terms.
‘Goods’ means any or all of the goods or materials which from time to time the Vendor contracts to supply to the Purchaser.
‘Order’ means the Purchaser’s order for the Goods and/or Services, either by telephone, email or fax.
‘Purchaser’ means the person, firm, company or other corporation who
places an order with the Vendor or otherwise agrees to buy from the
Vendor any of the Goods.
‘Replaced Goods’ means any goods that are intended to be replaced by the Goods.
‘Services’ means the repair services, as set out in the Order, which
from time to time the Vendor contracts to supply to the Purchaser.
‘Vendor’ means Ebac Limited (registered company number 01089991)
whose registered office is at Ketton Way, Aycliffe Industrial Park, Co
Durham DL5 6SQ and any
subsidiary of the Vendor by which the Goods are sold.
2.1 These Terms shall apply to all Contracts, whether written, oral
or implied for the sale of Goods and/or the supply of Services by the
Vendor to the exclusion of any other terms that the Purchaser seeks to
impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.
2.2 Any quotation in whatever form given to the Purchaser by the
Vendor is given subject to these Terms and does not constitute an offer
to sell. The validity of any quotation issued by the Vendor shall expire
30 (thirty) days after the date of its issue unless otherwise stated by
the Vendor in writing.
2.3 The Order constitutes an offer by the Purchaser to purchase the
Goods and/or Services in accordance with these Terms. The Purchaser is
responsible for ensuring that the terms of the Order are complete and
2.4 The Order shall only be deemed to be accepted when the Vendor
delivers the Goods or supplies the Services to the Purchaser, at which
point the Contract shall come into existence.
3.1 Subject to anything to the contrary contained in any quotation issued by the Vendor, prices for:
3.1.1 the Goods are:
126.96.36.199 in relation to Orders placed through the Website(if
applicable), as quoted on the Website at the time the relevant Order is
188.8.131.52 in relation to all other Orders, as referred to in the
Vendors’ current price list as at the date of the relevant Order; and
3.1.2 the Services are charged on a “carriage cost”, “labour cost”
and/or “components cost” basis, as set out in the relevant Contract.
3.2 Unless otherwise stated, all prices are exclusive of value added
tax and any other similar tax or duty relating to the manufacture,
transportation, export, import, sale or delivery of the Goods and/or
Services, which shall be payable by the Purchaser in addition to the
price of the Goods and/or Services. The Vendor reserves the right to
alter any of its prices at any time without notice to the Purchaser.
3.3 The Purchaser shall pay all amounts due under the Contract in
full without any set-off, counterclaim, deduction or withholding (except
for any deduction or withholding required by law). The Vendor may at
any time, without limiting any other rights or remedies it may have, set
off any amount owing to it by the Purchaser against any amount payable
by the Vendor to the Purchaser.
3.4 Unless otherwise expressly stated in writing by the Vendor,
prices quoted are exclusive of carriage,handling and any insurance
charges, which shall be invoiced to, and payable by, the Purchaser.
3.5 Unless otherwise expressly stated in writing by the Vendor, all
prices payable must be settled in sterling (£) but if the Vendor agrees
in writing to accept foreign currency and does not specify an exchange
rate the exchange rate will be that of The Bank of England as at the
close of business on the business day preceding the day on which the
Vendor accepts the Purchaser’s Order.
4.1 Subject to clause 4.5 below, or where different payment terms
have been agreed by the Vendor during the account opening process, the
Purchaser shall pay the Vendor in full and in cleared funds for the
Goods and/or Services under a Contract within 30 (thirty) days of the
date of the Vendor’s relevant invoice or as otherwise agreed by the
parties in writing. Payment shall be made to the bank account nominated
in writing by the Vendor.
4.2 Time of payment is of the essence of a Contract and the Vendor
reserves the right to suspend the provision of Goods and/or Services to
the Purchaser where any amounts are overdue under any Contract until all
such amounts have been paid in full and in accordance with clause 4.1
4.3 If the Purchaser fails to pay any amount due to the Vendor under any Contract on the due date, then the Vendor may charge:
4.3.1 interest on the amount due on a day to day basis at the rate of
2% per month above The Bank of England’s base rate from time to time
from the due date until the date of actual payment, whether before or
after judgment; and/or
4.3.2 the costs of recovery of the amount due incurred by any third party collection agency on behalf of the Vendor; and/or
4.3.3 the costs of all legal costs incurred by the Vendor in recovering the amount due.
4.4 If in the Vendors’opinion, the Purchaser’s credit worthiness
deteriorates to an unacceptable level before delivery of the Goods
and/or provision of the Services, the Vendor may require payment in full
or in part of the price of the Goods and/or Services prior to delivery
or supply, or the provision of security for payment by the Purchaser in
such form as is acceptable to the Vendor.
4.5 The Vendor may, but is under no obligation to, agree to extended
payment terms in respect of the Purchaser’s payment for the Goods
(Extended Payment Terms). Such Extended Payment Terms may be over a 18
(Eighteen) month or 24 (Twenty Four) month period and shall be confirmed
within the Vendor’s credit application form.
4.6 Where, in accordance with clause 4.5 above, the Vendor agrees to
the Purchaser having Extended Payment Terms for the Goods, interest
shall be payable by the Purchaser at the rate of 10% per annum on
reducing balance owed, which shall accrue on a monthly basis. The
Purchaser shall pay the interest each month together with the monthly
payment for the Goods and/or Services.
4.7 All payments to be paid under and in accordance with this clause 4
are conditional on the Purchaser first providing a director’s guarantee
in favour of the Vendor on and subject to the terms set out in the
Vendor’s credit application form.
4.7.1 by giving a guarantee, the director promises that the Purchaser
will fulfil its obligations and that the director will do so if the
Purchaser does not.
4.7.2 if the director does not have sufficient assets to cover the
debt, the director may be made bankrupt. In addition to the effect on
the director’s credit rating and the difficulty of obtaining financial
services, insurance and so on, an undischarged bankrupt may not act as
company director without leave of the court.
4.7.3 if a claim is made under the guarantee, the director will be
liable to pay the Purchaser’s debt and, if the director does not do so,
the Vendor will be able to take the director to court and ultimately
enforce a judgment debt against the director’s assets, including the
4.7.4 if several directors give a personal guarantee (or give a
single guarantee jointly and severally), the Vendor does not have to
take action against all of them but can claim the whole amount from one
4.7.5 the Vendor reserves the right to terminate the guarantee in the
case the director ceases to be a director of the Purchaser. The
director will only be released of future liabilities once the current
debt has been repaid and alternative security can be provided in the way
of a new directors guarantee for future liabilities the Vendor may
extend to the Purchaser.
4.8 If the Vendor has agreed to deliver the Goods, on behalf of the
Purchaser, directly to the Purchaser’s end-user customer then the
Purchaser shall pay to the Vendor the price of the Goods within 5 (five)
Business Days of the Purchaser receiving payment for such Goods from
its end-user customer. In any event, the Purchaser shall pay to the
Vendor the price of the Goods, in accordance with the provisions of this
clause 4, within 30 (thirty) days of the date of the Goods being
delivered by the Vendor to the Purchaser’s end-user customer and the
provisions of clause 8 shall apply.
5.1 The Vendor shall deliver the Goods, or the Purchaser shall
collect the Goods from the location set out in the Order or such other
location as the parties may agree in writing (Delivery Location) at any
time after the Vendor notifies the Purchaser that the Goods are ready.
5.2 Delivery of the Goods shall be completed on the Goods’ delivery to the Delivery Location.
5.3 If the Purchaser fails to accept delivery of, or collect, the
Goods within 3 (three) Business Days of the Vendor notifying the
Purchaser that the Goods are ready, then, except where such failure or
delay is caused by a Force Majeure Event or the Vendor’s failure to
comply with its obligations under the Contract:
5.3.1 The Vendor reserves the right to store the Goods until delivery
takes place, and charge the Purchaser for all related costs and
expenses (including insurance).
5.4 If 10 (ten) Business Days after the day on which the Vendor
notified the Purchaser that the Goods were ready for delivery or
collection the Purchaser has not accepted delivery of, or collected,
them, the Vendorreserves the right to resell or otherwise dispose of
part or all of the Goods and, after deducting reasonable storage and
selling costs, account to the Purchaser for any excess over the price of
the Goods or charge the Purchaser for any shortfall below the price of
5.5 If the Vendor delivers up to and including 5% more or less than
the quantity of Goods ordered the Purchaser may not reject them, but on
receipt of notice from the Purchaser that the wrong quantity of Goods
was delivered, a pro rata adjustment shall be made to the Order invoice
by the Vendor.
5.6 The Vendor may deliver the Goods by instalments, which shall be
invoiced and paid for separately. Any delay in delivery or defect in an
instalment shall not entitle the Purchaser to cancel any other
5.7 Although given in good faith, delivery times for the Goods
specified by the Vendor in its quotation or otherwise are intended as
estimates only and are not therefore of the essence of the Contract
and/or binding on the Vendor. The Vendor will not be liable to the
Purchaser for any loss or damage (direct or indirect) occasioned by its
failure (whether as a result of its negligence or otherwise) to deliver
the Goods by the date or within the time stated in the Contract and in
no case shall delay in delivery be a ground for rejecting the Goods.
5.8 The right to deliver any part or parts of the Goods when they
become available is expressly reserved by the Vendor and these Terms
shall apply to any such part or parts.
5.9 In the case of an alleged shortage in or damage to the Goods:
5.9.1 the Purchaser agrees to notify the Vendor of any claim in
respect thereof verbally within 48 (forty eight) hours and in writing
within 14 (fourteen) days of its receiving the Goods together with
written evidence in support of such claim in relation to the date of
5.9.2 the Purchaser agrees to allow the Vendor a reasonable
opportunity (determined solely by the Vendor) to inspect the Goods
before any use is made of them or alteration is made and to keep them in
good order and store them so as to prevent any damage arising.
5.10 In the event that the Vendor agrees to arrange delivery of the
Goods to the Purchaser and the Purchaser does not receive delivery of
the Goods at the Delivery Location by the date agreed or specified in
any delivery advice note, the Purchaser shall notify the Vendor as soon
as reasonably possible and a proof of delivery must be requested within 6
(six) months of the invoice date.
5.11 The Purchaser shall have no claim against the Vendor for
shortage, damage or non-delivery unless the requirements as to
notification set out in this clause 5 are strictly complied with by the
5.12 The Vendor shall use all reasonable endeavours to meet all or
any performance dates for the Services specified to the Purchaser in
writing from time to time but any such dates shall be estimates only and
time shall not be of the essence for the performance of the Services.
Risk of damage to or loss of the Goods shall pass to the Purchaser at
the earlier of (a) the time they are despatched from the
Vendors’premises (prior to loading) or (b) when the Purchaser takes
control of the Goods.
The Vendor shall be under no obligation whatsoever to accept any
cancellation of a Purchaser’s Order once accepted. However, if the
Vendor, at its sole discretion, agrees to accept any such cancellation
or return, it may levy such reasonable charges as it, in its absolute
discretion, sees fit, it being acknowledged and agreed by the parties
that such charges shall constitute a genuine pre-estimate of the
Vendor’s loss in such circumstances.
8.1 Title in the Goods shall not pass to the Purchaser until the
Vendor has received, in cash or cleared funds, payment in full of the
price of the Goods and all other goods agreed to be sold by the Vendor
to the Purchaser for which payment is then due and of any other monies
due from the Purchaser to the Vendor on any account.
8.2 Until such time as title in the Goods passes to the Purchaser,
the Purchaser shall hold the Goods as the Vendors’ fiduciary agent and
bailee and shall keep the Goods separately and properly stored,
protected, identified and insured as the Vendors’ property.
8.3 Until such time as title in the Goods passes to the Purchaser
(and provided the Goods are still in existence), the Vendor shall be
entitled at any time to require the Purchaser to deliver up the Goods to
the Vendor and the Purchaser shall ensure that, if the Purchaser fails
to do so immediately, the Vendor shall have the right to enter upon any
premises of the Purchaser or any third party where the Goods are stored
or used to enable the Vendor to repossess the Goods.
8.4 The Purchaser shall not be entitled to pledge or in anyway charge
by way of security for any indebtedness any of the Goods which remain
the property of the Vendor, but if the Purchaser does so all moneys
owing by the Purchaser to the Vendor shall (without prejudice to any
other right or remedy of the Vendor) become immediately due and payable.
8.5 Until such time as title in the Goods passes to the Purchaser,
the Purchaser shall not enter into any binding agreement with any third
party which prejudices the assignment or novation of any such agreement
to the Vendor.
9.1 Subject to clause 8.2 and 9.6 and compliance with these Terms on
the part of the Purchaser, the Vendor agrees to repair or (at the
Vendors’sole option) replace any Goods which prove to be of
unsatisfactory quality during the relevant warranty period for the Goods
(as set out in the Contract). The Vendor reserves the right to decide
where repairs are to be carried out.
9.2 Subject to clause 8.2, the Vendors’ total liability shall in no
circumstances exceed the cost of the defective, damaged or undelivered
Goods determined by reference to the net invoice price charged to the
9.3 Nothing in these Terms shall operate to exclude or restrict the Vendors’ liability for:
9.3.1 death or personal injury resulting from its negligence, or the
negligence of its employees, agents or subcontractors (as applicable);
9.3.2 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.3.3 fraud or fraudulent misrepresentation.
9.4 The Vendor shall not be liable to the Purchaserfor:
9.4.1 non-delivery of the Goods or non-performance under the Contract
unless the Purchaser notifies the Vendor of its claim relating to such
non-delivery or non-performance within 10 (ten) days of the date of the
9.4.2 shortages in quantity delivered in excess of those permitted by
clause 5.7 unless the Purchaser notifies the Vendor of a claim within
14 (Fourteen) days of receipt of the Goods; or
9.4.3 damage to or loss of all or part of the Goods in transit where
the Goods are carried by the Vendors’ own transport or by a carrier on
behalf of the Vendor unless the Purchaser notifies the Vendor within 14
(fourteen) days of receipt of the Goods or the scheduled date of
delivery, whichever is the earlier.
9.5 In no circumstances, shall the Vendor be liable for any loss or
damage suffered by the Purchaser of the following nature howsoever
caused and whether foreseeable or contemplatable:
9.5.1 indirect, special or consequential loss, loss of profits, loss
of business revenue, loss of goodwill, loss of use, loss of content,
loss of anticipated savings; and/or
9.5.2 any claim made against the Purchaser by any third party.
9.6 The Vendors’ prices are determined on the basis of the limits of
liability set out in this clause9. In the event that the Purchaser
requires the Vendor to accept a higher limit of liability, the
Purchaser shall give written notice of this to the Vendor who will
decide, at its sole discretion, whether to accept such
liability,provided always that insurance can be obtained against that
higher level of liability and providing the cost of such insurance is
borne exclusively by the Purchaser.
10.1 References in these Terms to “intellectual property rights”
shall mean patents, rights to inventions, copyright and related rights,
trade marks, business names and domain names, rights in get-up, goodwill
and the right to sue for passing off, rights in designs, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how), and all other intellectual property
rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all
similar or equivalent rights or forms of protection which subsist or
will subsist now or in the future in any part of the world (Intellectual
10.2 Unless otherwise agreed with the Purchaser in writing, all
Intellectual Property Rights in or arising out of or in connection with
any Goods or Services shall be owned by the Vendor. In addition, all
materials, equipment, documents and other property owned by the Vendor,
including all Intellectual Property Rights in them, are the Vendor’s
10.3 To the extent that Goods are to be manufactured in accordance
with a bespoke Goods specification, instructions or plans supplied by
the Purchaser, the Purchaser shall indemnify the Vendor against all
liabilities, costs, expenses, damages and losses (including any direct,
indirect or consequential losses, loss of profit, loss of reputation and
all interest, penalties and legal and other reasonable professional
costs and expenses) suffered or incurred by the Vendor as a result of
orin connection with any claim made against the Vendorfor actual or
alleged infringement of a third party’s Intellectual Property Rights
arising out of or in connection with the Vendor’s use of the bespoke
instructions or plans.
10.4 All Website, design, content, text and graphics belong to the
Vendoror its licensors including all Intellectual Property Rights in the
10.5 The Purchaser is not permitted to use the Website in any way
that may infringe the Intellectual Property Rights contained in the
Website. This means that the Purchaser may not adapt, reproduce,
publish, upload, extract, alter, store, post, redistribute, reutilise,
retransmit or broadcast, all or any of the contents of the Website
including but not limited to any trade marks or copyrighted material
without the Vendor’s express permission.
10.6 The Vendor gives no warranty, guarantee or other assurance to
the Purchaser that the Goods or Services do not infringe any third
party’s Intellectual Property Rights.
11.1 On or at any time after the occurrence of any of the events in clause11.2, the Vendor may:
11.1.1 stop any Goods then in transit to the Delivery Location;
11.1.2 suspend any further deliveries of Goods or supply of Servicesto the Purchaser;
11.1.3 exercise its rights under clause8; and/or
11.1.4 terminate any Contract immediately by giving notice to that effect to the Purchaser.
11.2 The events referred to at clause 11.1 above are:
11.2.1 the Purchaser commits a material breach of any of its
obligations under the Contract and (if such breach is remediable) fails
to remedy that breach within a reasonable period, and in any event
within 10 (ten) Business Days, after receipt of notice in writing from
the Vendor to do so;
11.2.2 the Purchaser fails to pay any amount due under the Contract on the due date for payment;
11.2.3 the Purchaser suspends, or threatens to suspend, payment of
its debts or is unable to pay its debts as they fall due or the
Purchaser admits inability to pay its debts within the meaning of
section 123 of the Insolvency Act 1986;
11.2.4 the Purchaser commences negotiations with all or any class of
its creditors with a view to rescheduling any of its debts, or make a
proposal for or enter into any compromise or arrangement with its
11.2.5 a petition is filed, a notice is given, a resolution is
passed, or an order is made, for or in connection with the Purchaser’s
11.2.6 a creditor or encumbrancer of the Purchaser attaches or takes
possession of, or a distress, execution, sequestration or other such
process is levied or enforced on or sued against, the whole or any part
of the Purchaser’s assets and such attachment or process is not
discharged within 14 (fourteen) days;
11.2.7 an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint
an administrator is given or if an administrator is appointed over the
11.2.8 the holder of a qualifying charge over the Purchaser’s assets
has become entitled to appoint or has appointed an administrative
11.2.9 a person becomes entitled to appoint a receiver over the
Purchaser’s assets or a receiver is appointed over the Purchaser’s
11.2.10 any event occurs, or proceeding is taken, with respect to the
Purchaser in any jurisdiction to which the Purchaser is subject that
has an effect equivalent or similar to any of the events mentioned in
clause 11.2.3 to clause 11.2.9 (inclusive);
11.2.11 the Purchaser suspends, threatens to suspend, ceases or
threatens to cease to carry on, all or substantially the whole of its
11.2.12 the Purchaser suffers a deterioration of its financial
position to such an extent that in the Vendor’s opinion the Purchaser’s
capability to adequately fulfil its obligations under the Contract has
been placed in jeopardy.
11.3 On termination of a Contract pursuant to clause 11.1.4 or 17.2,
any indebtedness of the Purchaser to the Vendor shall become immediately
due and payable and the Vendor is relieved of any further obligation to
supply Goods to the Purchaser pursuant to that, or any other, Contract.
12.1 Whilst the Vendor believes that all (if any) specifications,
illustrations, performance data and other information contained in any
drawings, catalogues, advertisements and samples are as accurate as
reasonably possible, they do not constitute a description of the Goods
or Services and shall not be taken to be representations made by the
Vendor and are not warranted to be accurate.
12.2 All drawings and other specifications or data provided to the
Purchaser by the Vendor must be treated as confidential and should not
be disclosed by the Purchaser to any third party or be used by the
Purchaser for any purpose other than the installation and operation of
The Vendor may carry out, from time to time and without the need to
give notice or incur any liability to the Purchaser, alterations,
modifications and/or improvements in construction or design,
specification, materials or manner of manufacture of the Goods or supply
of the Services.
The Purchaser agrees to review and comply with any information or any
revised information whenever supplied by the Vendor (and is deemed to
have been given adequate information and to have read and understood it)
relating to the use for which the Goods are designed or have been
tested or concerning conditions necessary to ensure that they will be
safe and without risk to health at all times when they are being set,
used, cleaned or maintained by any person at work or when they are being
dismantled or disposed of, and the Purchaser undertakes to take such
steps as may be specified by the above information to ensure that, as
far as reasonably practicable, the Goods will be safe and without risk
to health at all times as mentioned above. For these purposes, the
Purchaser is deemed to have been given a reasonable opportunity to test
and examine the Goods before delivery. For the avoidance of doubt, the
Vendor accepts no liability for the Purchaser’s failure to comply with
the provisions of this clause 14 and, in any event, the provisions of
clause 9 shall apply at all times.
The Purchaser shall not deface, tamper with or remove in all or part
any identification label trade mark, logo or insignia which may be
embossed upon or affixed to the Goods (nor affix any other trade marks,
logo or insignia to the Goods) without the prior consent of the Vendor
and shall not otherwise deface and/or interfere with, alter or modify
any of the Goods.
The Vendor reserves the right to apply a minimum order charge on any
Orders for Goods deemed by the Vendor (at its sole discretion) to be too
small in value and such minimum order charge will be notified to the
Purchaser before such charge is incurred.
17.1 In this clause 17, ‘Force Majeure Event’ means any circumstance
beyond the control of the Vendor including, but not limited to acts of
God, fire, explosion, adverse weather conditions, flood, earthquake,
terrorism, riot, civil commotion, war, hostilities, strikes, work
stoppages, slow-downs or other industrial disputes, accidents, riots or
civil disturbances, acts of government, lack of power and delays by
suppliers or materials shortages but, for the avoidance of doubt,
nothing shall excuse the Purchaser from any payment obligations under
17.2 If the Vendor is prevented, hindered or delayed from supplying
the Goods and/or Services under the Contract as a result of a Force
Majeure Event the Vendor may, at its sole option, and without being
liable for any loss or damage suffered by the Purchaser as a result:
17.2.1 suspend deliveries of Goods or performance of the Services or
its obligations, generally, under the Contract while the Force Majeure
17.2.2 apportion available stocks of Goods between all of its
customers if the Vendor has insufficient stocks to meet all customer
17.2.3 terminate any Contract immediately by giving notice to that effect to the Purchaser.
18.1 Any notice required to be served pursuant to these Terms must be in writing and shall be served as follows:
18.1.1 Notices to the Vendor: to its offices at Ketton Way, Aycliffe
Industrial Park, Co Durham DL5 6SQ or such other address as it may from
time to time notify to the Purchaser;
18.1.2 Notices to the Purchaser: to such address as the Purchaser may
notify to the Vendor or, in default of notification, to such address as
appears overleaf, or if the Purchaser is a company, at theVendors
option, to the Purchasers registered office.
18.2 A notice shall be deemed to have been received: if delivered
personally, when left at that party’s address as specified above; if
sent by pre-paid first or second class post or other next working day
delivery service, at 9.00 am on the second Business Day after.
18.3 In proving the service of any notice, it will be sufficient to
prove, in the case of a letter, that such letter was properly addressed,
stamped and placed in the post.
The construction, validity and performance of the Contract shall be
governed by and be interpreted in accordance with English law. The
parties irrevocably agree to submit themselves to the exclusive
jurisdiction of the English Courts to settle any dispute or claim
(including non-contractual disputes or claims) arising out of or in
connection with the Contract or its subject matter or formation.
20.1 The invalidity, illegality or unenforceability of any provision
of these Terms shall not affect the other conditions, which shall remain
in full force and effect.
20.2 If any of these Terms is found to be invalid or unenforceable
but would cease to be invalid or unenforceable if some part of the
provisions were deleted, the provisions in question shall apply with
such modifications as may be necessary to make it valid and enforceable.
No variation of the Contract shall be effective unless it is in
writing and signed by both parties or their authorised representatives.
22.1 The Contract constitutes the entire agreement between the
parties, and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings
between them, whether written or oral, relating to its subject matter.
22.2 Each party acknowledges that in entering into the Contract it
does not rely on, and shall have no remedies for, any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Contract.
22.3 Each party agrees that it shall have no claim for innocent or
negligent misrepresentation or negligent misstatement based on any
statement in the Contract.
A person who is not party to the Contract shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
the Contract. This clause does not affect any right or remedy of any
person which exists or is available otherwise than pursuant to that Act.
The Vendor will only use the Purchaser’s personal information in
25.1 The Purchaser shall be responsible for the costs of collection,
treatment, recovery and environmentally sound disposal of the Product
and Replaced Product in accordance with the Regulations.
25.2 The Purchaser shall not dispose of the Product or the Replaced Product other than in accordance with the Regulations.
25.3 The Purchaser agrees to indemnify and keep indemnified the
Seller from and against any and all loss damage or liability (whether
criminal or civil) suffered and legal fees and costs incurred by the
Seller resulting from a breach of this clause.
25.4 Please do not throw any electrical equipment (including those
marked with the crossed out wheeled bin symbol shown below) in your bin.
To do so is an offense which may result in the Purchaser being
subjected to a fine.
26.1 The images of the Goods and any packaging on the Website and in
any of the Vendor’s published literature are for illustrative purposes
only. Although the Vendor has made every effort to display the colours
accurately, the Vendor cannot guarantee that the Purchaser’s computer’s
display of the colours or the printed pictures in the Vendor’s published
literature accurately reflect the colour of the Goods. The Purchaser’s
Goods and packaging may vary slightly from those images. Any images,
drawings, illustrations or descriptions contained on the website or in
the Vendor’s published literature are published for the sole purpose of
giving an approximate idea of our Goods.They shall not form part of the
Contract or have any contractual force.
26.2 All weights and measurements stated on the Vendor’s quotations
and/or acceptance of Orders are approximate only and are subject to
tolerances commensurate with the type of Goods being supplied in each
26.3 It is always possible that, despite the Vendor’s best efforts,
some of the Goods or Services may be incorrectly priced. The Vendor will
normally check prices before accepting an Order so that, where the
Good’s or Service’s correct price at the Order date is less than the
Vendor’s stated price at the Order date, the Vendor will charge the
lower amount. If the Good’s or Service’s correct price at the Order date
is higher than the price stated to the Purchaser, the Vendor will
contact the Purchaser for the Purchaser’s instructions before the Vendor
accepts the Order. If the Vendor accepts and processes an Order where a
pricing error is obvious and unmistakeable and could reasonably have
been recognised by the Purchaser as a mispricing, the Vendor may
terminate the Contract, refund to the Purchaser any sums it has already
paid and require the return of any Goods provided to the Purchaser.
27.1 The Website provides links to other third party websites for
your convenience only. Such third party websites are not controlled or
maintained by the Vendor.
27.2 The use of third party websites is entirely at the Purchaser’s
own risk. Links contained in the Website will lead to other websites not
under our control, and we accept no liability for the content of any
linked site or any link contained in a linked site. The inclusion of any
link does not imply reliability and endorsement by the Vendor of the
content of any third party’s website.
27.3 The Purchaser is not permitted (nor will the Purchaser assist
others) to set up links from its own website to the Website (whether by
hypertext linking, deep-linking, framing, toggling or otherwise) without
the Vendor’s prior written consent, which the Vendor may grant or
withhold at its absolute discretion.
27.4 The Vendor accepts no liability for any losses incurred by the
Purchaser as a result of the Purchaser’s inability to use the Website
correctly. The Purchaser will be solely responsible for any loss that is
caused as a result of its misuse of the Website. The Vendor does not
guarantee that the Purchaser’s use of the Website will be uninterrupted