These conditions govern the sale of goods to you by Edge and Son International Trading Ltd (Co No 05183883) whose Registered office is at Youshani Chartered Certified Accountants, 23, Stamford Street, Altrincham, WA14 1EX (‘The Company’)
| 1 General | ||
| 1.1 | Every contract of sale (Contract) however made, is subject to these conditions. All other conditions and warranties, whether implied by statute, common law or trade custom or usage, or put forward by you, are hereby excluded, with the exception of those the exclusion of which is prohibited by law. No terms and conditions endorsed upon, delivered with or contained in your purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract. | |
| 1.2 | Any variation to these conditions and any representations about the goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. Nothing in this condition will exclude or limit the Company’s liability for fraudulent misrepresentation. | |
| 1.3 | Orders are binding on us only after we have notified you of our written acceptance of your order. Any order so accepted cannot be cancelled except with our written consent. | |
| 1.4 | The benefits conferred upon you by these conditions are personal to you and are not transferable except with our prior written consent. In any case they are not intended to confer any benefit upon, or be enforceable by any third party. | |
| 2. Warranty | ||
| 2.1 | If any goods we supply are found to be defective at the time of their delivery, we shall either give you a reasonable credit or allowance (not exceeding the invoice value of the defective goods) or and entirely at our option, reprocess or replace any defective goods, provided (a) that we are notified in writing promptly and in any event within 21 days of (i) delivery or (ii) inspection (if reasonable undertaken later than delivery) of the goods, of any defect in the goods, and (b) the goods are returned to us carriage paid or (at our option) we are allowed prompt and reasonable access to the goods and such reasonable facilities as we may require to undertake inspection and or testing of the goods including samples to be removed for testing. | |
| 2.2 | We shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing) accidents which the goods cannot reasonably be expected to withstand, misuse or inadequate storage or alteration or repair of the goods without our approval. As to damage during transit see condition 5 below. | |
| 2.3 | Goods are defective if they are not of satisfactory quality or not reasonably fit for the purpose for which they are reasonable required owing to a fault in material or workmanship or they are materially different from the Contract description. | |
| 2.4 | If goods so returned, inspected and or tested are not defective, then we shall be entitled to return them to you, and you will be liable to make payment in full for the goods together with our reasonable charges for the handling, carriage, inspection and/or testing of the goods as the case may be. | |
| 2.5 | If you are a consumer this warranty does not affect your statutory rights. | |
| 3 Deliveries | ||
| All date(s) for delivery given by us, our servants or agents, are given in good faith as an indication only of the likely date(s) of delivery subject to availability of the goods ordered, or their material components, conditions of shipping, transport and the like. Time shall not be of the essence of this condition. We shall not be liable for any delay in or failure to deliver the goods caused by acts or actions beyond our control or that of our servants or agents. We shall not be liable for delay of goods in transit and carriers are not to be regarded as our servants or agents whether we are consignor or not. And see condition 5 below. We remind you of your ability to insure against any loss arising from delay in or failure of delivery. We may deliver by instalments and each such delivery shall be treated, as a separate contract and no breach in relation to one instalment shall entitle you to reject other instalments or deliveries. | ||
| 4 Place of Delivery | ||
| 4.1 | Unless otherwise expressly agreed in writing, delivery is ex works and the risk therefore passes to you and you should insure against loss and or damage to the goods from that time. | |
| 4.2 | We will if so requested, by separate agreement (not being part of this Contract), on terms to be arranged, procure carriage or freight and insurance on your behalf and at your expense. | |
| 5 Loss or Damage in Transit | ||
| We shall not be liable for loss, shortage or damage to goods in transit unless: | ||
| 5.1 | such loss, shortage or damage is caused by our negligence; and | |
| 5.2 | we and the carriers are notified in writing of any damage or shortage within 7 days of delivery, or in the case of loss within 7 days of your actual knowledge of such loss or 7 days after the expected date of delivery; and | |
| 5.3 | In the case of damage, those goods are returned to us, or made available for inspection by us within 7 days of delivery. | |
| 6 Changes | ||
| If after the receipt of an order for goods and before delivery, improvements are made to their design, then on giving notice to you, we may make reasonable alteration to such design provided that: | ||
| 6.1 | the performance and quality of the altered goods is at least as high as the goods ordered, and | |
| 6.2 | no price variation is made without your consent, and | |
| 6.3 | deliveries is not unreasonably delayed | |
| 7 Cancellations | ||
| We try to meet individual requirements but we shall be under no obligation to accept cancellation of an order or amendment of the terms of an order. Any change made with our prior written agreement will be on the understanding that we shall be entitled to make a reasonable charge for such change in addition to payment for goods supplied. | ||
| 8 Price and Payment | ||
| 8.1 | Unless otherwise indicated, prices are stated and referred to exclusive of all taxes including VAT (or equivalent sales or turnover tax), and are exclusive of carriage, packaging and insurance all of which amounts you will pay in addition when you are due to pay for the goods. | |
| 8.2 | Time is of the essence of this provision. Payment for account customers is strictly 30 days from invoice date (unless otherwise expressly agreed in writing) and to be made in accordance with invoice values. For non-account customer’s payment is due in full in advance of delivery. | |
| 8.1 | Buyers wishing to open an account must provide satisfactory bank and trade references. | |
| 8.4 | We shall be entitled to charge interest simple at 2% per month on overdue accounts or payments. | |
| 8.5 | When any account or payment is overdue whether invoiced or not we may suspend our performance of the Contract(s) to which the account or payment relates, or any other contract in existence between us, for the period until the account is paid or payment is made. | |
| 8.6 | We reserve the right to change the terms of payment offered to you following a suspension of performance under 8.5 above. | |
| 8.7 | Whether or not the risk in the goods passes to you under 4.1 above, title to the goods shall not pass to you as buyer until (a) we have received payment in full for the goods and (b) all other sums whatever due to us from you are paid in full. Until title passes
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| 8.8 | All payments are to be made in British Sterling unless otherwise agreed. | |
| 9. Liability | ||
| 9.1 | Except as expressly stated in the Product Literature we make no representation as to the fitness or suitability of the goods for any purpose whatsoever. As buyer you acknowledge that you have selected the goods using your own experience, skill and judgement. | |
| 9.2 | Subject to conditions 2,5 and 10 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this contract shall be limited to the total contract price; and | |
| 9.3 | We shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract. | |
| 10 Exemptions | ||
| None of these terms are intended to exclude liability for death or personal injury caused by our negligence, or that of our employees, servants or agents acting within the scope of their employment or authority and for whom we are responsible in law. | ||
| 11 Insolvency of Customer | ||
| 11.1 | This Condition applies if:
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| 11.2 | If this Condition applies then without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary | |
| 12 Law and ADR | ||
| 12.1 | This Contract shall be subject to English law | |
| 12.2 | If any dispute or difference between us, arising out of the construction, validity or performance (or non-performance) of this Contract the parties shall with the assistance of [the Centre for Dispute Resolution] seek to resolve the dispute or difference amicably by using an alternative dispute resolution procedure acceptable to both parties before pursuing any other remedies available to them. If either party fails or refuses to agree to or participate in the alternative dispute resolution procedure, or if in any event the dispute or difference is not resolved to the satisfaction of both parties within 90 days after it has arisen, the dispute or difference shall be referred to arbitration. | |
| 13 General | ||
| 13.1 | We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by you (without liability to you) if we are prevented from or delayed in carrying on our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, you shall be entitled to give notice in writing to us to terminate the Contract. | |
| 13.2 | Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. | |
| 13.3 | If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. | |
| 13.4 | Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the Contract. | |
| 13.5 | Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract. | |
| 13.7 | The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. | |
| 13.8 | Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. | |