Terms and Conditions for The Sale of Goods and supply of services
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. CONTRACT FORMATION AND APPLICATION
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 accurate.
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 submitted; and
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 above.
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 family home.
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 guarantor.
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. DELIVERY AND SUPPLY
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 the Goods.
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 instalment.
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 receipt; and
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 Purchaser.
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 Purchaser.
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 Vendors invoice;
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. INTELLECTUAL PROPERTY
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 Property Rights).
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 exclusive property.
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 Goods specification,
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 Website.
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 creditors;
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 winding up;
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 Purchaser;
11.2.8 the holder of a qualifying charge over the Purchaser’s assets has become entitled to appoint or has appointed an administrative receiver;
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 assets;
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 business; or
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. CATALOGUES, ADVERTISMENTS AND DRAWINGS ETC.
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 Goods.
13. ALTERATIONS AND MODIFICATIONS TO GOODS
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.
14. HEALTH AND SAFETY
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.
15. DEFACING OF GOODS
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.
16. MINIMUM ORDER CHARGE
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. FORCE MAJEURE
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 the Contract.
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 Event continues;
17.2.2 apportion available stocks of Goods between all of its customers if the Vendor has insufficient stocks to meet all customer orders; and
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.
19. GOVERNING LAW AND JURISDICTION
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. ENTIRE AGREEMENT
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.
23. THIRD PARTY RIGHTS
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.
24. DATA PROTECTION
25. WASTE ELECTICAL AND ELECTRONIC EQUIPMENT REGULATIONS 2006 (THE “REGULATIONS”)
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. TYPOGRAPHICAL ERRORS
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 instance.
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. THE WEBSITE AND LINKS TO THIRD PARTY WEBSITES AND SERVICES
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 or error-free.