STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. Application of Terms and Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance
with any quotation or offer of the Seller which is accepted by the Buyer, or any
order of the Buyer which is accepted by the Seller; and
1.2 These Terms and Conditions shall govern the Contract to the exclusion of any
other terms and conditions subject to which any such quotation is accepted or
purported to be accepted by the Seller, or any such order is made or
purported to be made, by the Buyer.
2. Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the
following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank
holiday;
“Buyer” means the person who accepts a quotation or offer of the
Seller for the sale of the Goods or whose order for the
Goods is accepted by the Seller;
“Contract” means the contract for the purchase and sale of the
Goods under these Terms and Conditions;
“Contract Price” means the price stated in the Contract payable for the
Goods;
“Delivery Date” means the date on which the Goods are to be delivered
as stipulated in the Buyer’s order and accepted by the
Seller;
“Goods” means the goods (including any instalment of the goods
or any parts for them) which the Seller is to supply in
accordance with these Terms and Conditions;
“Month” means a calendar month; and
“Seller” means Efficient Print Management Ltd a company
registered in England under 5869814 unit 3 Bellingham
Trading Estate, Franthorne Way, Bellingham, London
SE6 3BX and includes all employees and agents of
Efficient Print Management Ltd.
2.2 Unless the context otherwise requires, each reference in these Terms and
Conditions to:
2.2.1 “writing”, and any cognate expression, includes a reference to any
communication effected by electronic or facsimile transmission or
similar means;
2.2.2 a statute or a provision of a statute is a reference to that statute or
provision as amended or re-enacted at the relevant time;
© Simply-docs – BUS.TC.01 – Standard Terms & Conditions for Sale of Goods (Business to Business)
2.2.3 “these Terms and Conditions” is a reference to these Terms and
Conditions and any Schedules as amended or supplemented at the
relevant time;
2.2.4 a Schedule is a schedule to these Terms and Conditions; and
2.2.5 a Clause or paragraph is a reference to a Clause of these Terms and
Conditions (other than the Schedules) or a paragraph of the relevant
Schedule.
2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and
Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only
and shall have no effect upon the interpretation of these Terms and
Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
3. Basis of Sale
3.1 The Seller’s employees or agents are not authorised to make any
representations concerning the Goods unless confirmed by the Seller in
writing. In entering into the Contract the Buyer acknowledges that it does not
rely on, and waives any claim for breach of, any such representations which
are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in
writing between the authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation
to the Goods are subject to alteration without notice and do not constitute
offers to sell the Goods which are capable of acceptance. No contract for the
sale of the Goods shall be binding on the Seller unless the Seller has issued a
quotation which is expressed to be an offer to sell the Goods or has accepted
an order placed by the Buyer by whichever is the earlier of:
3.3.7 the Seller’s written acceptance;
3.3.8 delivery of the Goods; or
3.3.9 the Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document
or information issued by the Seller shall be subject to correction without any
liability on the part of the Seller.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller
unless and until confirmed in writing by the Seller’s authorised representative.
4.2 The specification for the Goods shall be that set out in the Seller’s sales
documentation unless varied expressly in the Buyer’s order (if such
variation(s) is/are accepted by the Seller). The Goods will only be supplied in
the minimum units thereof stated in the Seller’s price list or in multiples of
those units. Orders received for quantities other than these will be adjusted
accordingly.
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures,
price lists or other documents issued by the Seller are intended as a guide
only and shall not be binding on the Seller.
4.4 The Seller reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other
statutory or regulatory requirements or, where the Goods are to be supplied to
the Buyer’s specification, which do not materially affect their quality or
performance.
4.5 No order which has been accepted by the Seller may be cancelled by the
Buyer except with the agreement in writing of the Seller on the terms that the
Buyer shall indemnify the Seller in full against all loss (including loss of profit),
costs (including the cost of all labour and materials used), damages, charges
and expenses incurred by the Seller as a result of such cancellation.
5. Price
5.1 The price of the Goods shall be the price listed in the Seller’s quoted price
current at the date of acceptance of the Buyer’s order or such other price as
may be agreed in writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods other than in accordance
with the Seller’s published price list the price quoted shall be valid for 30 days
days only or such lesser time as the Seller may specify.
5.3 The Seller reserves the right, by giving written notice to the Buyer at any time
before delivery, to increase the price of the Goods to reflect any increase in
the cost to the Seller which is due to any factor beyond the control of the
Seller (including, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the costs of labour,
materials or other costs of manufacture), any change in delivery dates,
quantities or specifications for the Goods which are requested by the Buyer, or
any delay caused by any instructions of the Buyer or failure of the Buyer to
give the Seller adequate information or instructions.
5.4 [The Seller [will] OR [may] allow the Buyer quantity discounts subject to and
in accordance with the conditions set out in the Seller’s published price list for
the Goods current at the date of acceptance of the Buyer’s order.
]
5.5 [Any settlement discount specified by the Seller in the Contract will be allowed
by the Seller to the Buyer in respect of Goods for which payment is received
by the Seller on or before the due date and otherwise in accordance with the
payment terms set out in these Terms and Conditions and provided that no
other amounts owing by the Buyer to the Seller are overdue and unpaid.
]
5.6 Except as otherwise stated under the terms of any quotation or in any price list
of the Seller, and unless otherwise agreed in writing between the Buyer and
the Seller, all prices are inclusive of the Seller’s charges for packaging and
transport.
5.7 The price is exclusive of any applicable value added tax, excise, sales taxes
or levies of a similar nature which are imposed or charged by any competent
fiscal authority in respect of the Goods, which the Buyer shall be additionally
liable to pay to the Seller.
6. Payment
6.1 Subject to any special terms agreed in writing between the Buyer and the
Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any
time after delivery of the Goods, unless the Goods are to be collected by the
Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which
event the Seller shall be entitled to invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for collection
or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit
allowed by the Seller, but without any other deduction, credit or set off) within
30 days Business Days of the date of the Seller’s invoice or otherwise in
accordance with such credit terms as may have been agreed in writing
between the Buyer and the Seller in respect of the Contract. Payment shall be
made on the due date notwithstanding that delivery may not have taken place
and/or that the property in the Goods has not passed to the Buyer. The time
for the payment of the price shall be of the essence of the Contract. Receipts
for payment will be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of
acceptance or invoice issued by the Seller.
6.4 The Seller is not obliged to accept orders from any customer or buyer who has
not supplied the Seller with references satisfactory to the Seller. If at any time
the Seller is not satisfied as to the creditworthiness of the Buyer it may give
notice in writing to the Buyer that no further credit will be allowed to the Buyer
in which event no further goods will be delivered to the Buyer other than
against cash payment and notwithstanding sub-Clause 6.2 of these Terms
and Conditions, all amounts owing by the Buyer to the Seller shall be
immediately payable in cash.
7. Delivery
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the
place in the United Kingdom specified in the Buyer’s order and/or the Seller’s
acceptance as the location to which the Goods are to be delivered by the
Seller or, if no place of delivery is so specified, by the Buyer collecting the
Goods at the Seller’s premises at any time after the Seller has notified the
Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the
essence unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the Delivery Date upon giving reasonable
notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Terms and Conditions or
any claim by the Buyer in respect of any one or more instalments shall not
entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the
Delivery Date and/or fails to provide any instructions, documents, licences,
consents or authorisations required to enable the Goods to be delivered on
that date, the Seller shall be entitled upon giving written notice to the Buyer to
store or arrange for the storage of the Goods and then notwithstanding the
provisions of sub-Clause 10.1, risk in the Goods shall pass to the Buyer,
delivery shall be deemed to have taken place and the Buyer shall pay to the
Seller all costs and expenses including storage and insurance charges arising
from such failure.
8. Non-Delivery
8.1 If the Seller fails to deliver the Goods or any part thereof on the Delivery Date
other than for reasons outside the Seller’s reasonable control or the Buyer’s or
its carrier’s fault:
8.1.10 if the Seller delivers the Goods [at any time thereafter] OR [within 7
days thereafter] the Seller shall have no liability in respect of such late
delivery; or
8.1.11 if the Buyer gives written notice to the Seller within 3 Business Days
after the Delivery Date and the Seller fails to deliver the Goods within 7
Business Days after receiving such notice the Buyer may cancel the
order and the Seller’s liability shall be limited to the excess (if any) of
the cost to the Buyer (in the cheapest available market) of similar
goods to those not delivered over the price of the Goods not delivered.
9. Inspection/Shortage
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery
or on collection as the case may be.
9.2 Where the Goods cannot be examined the carrier’s note or such other note as
appropriate shall be marked “not examined”.
9.3 The Seller shall be under no liability for any damage or shortages that would
be apparent on reasonable careful inspection if the provisions of this Clause 9
are not complied with and, in any event, will be under no liability if a written
complaint is not delivered to the Seller within 3 Business Days of delivery
detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be
under no liability in respect thereof unless an opportunity to inspect the Goods
is supplied to the Seller before any use is made thereof or any alteration or
modification is made thereto by the Buyer.
9.5 Subject to sub-Clauses 9.3 and 9.4, the Seller shall make good any shortage
in the Goods and where appropriate replace any Goods damaged in transit as
soon as it is reasonable to do so, but otherwise shall be under no liability
whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.12 in the case of Goods to be delivered at the Seller’s premises, the time
when the Seller notifies the Buyer that the Goods are available for
collection; or
10.1.13 in the case of Goods to be delivered otherwise than at the Seller's
premises, the time of delivery or, if the Buyer wrongfully fails to take
delivery of the Goods, the time when the Seller has tendered delivery
of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these Terms and Conditions, legal and beneficial title of the
Goods shall not pass to the Buyer until the Seller has received in cash or
cleared funds payment in full of the price of the Goods.
10.3 [Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall
not pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and any other goods supplied by the
Seller and the Buyer has repaid all moneys owed to the Seller, regardless of
how such indebtedness arose.
]
10.4 Until payment has been made to the Seller in accordance with these Terms
and Conditions and title in the Goods has passed to the Buyer, the Buyer shall
be in possession of the Goods as bailee for the Seller and the Buyer shall
store the Goods separately and in an appropriate environment, shall ensure
that they are identifiable as being supplied by the Seller and shall insure the
Goods against all reasonable risks.
10.5 The Buyer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the property of
the Seller, but if the Buyer does so all money owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller) forthwith
become due and payable.
10.6 The Seller reserves the right to repossess any Goods in which the Seller
retains title without notice. The Buyer irrevocably authorises the Seller to enter
the Buyer’s premises during normal business hours for the purpose of
repossessing the Goods in which the Seller retains title or inspecting the
Goods to ensure compliance with the storage and identification requirements
of sub-Clause 10.4.
10.7 The Buyer’s right to possession of the Goods in which the Seller maintains
legal and beneficial title shall terminate if:
10.7.14 the Buyer commits or permits any material breach of his obligations
under these Terms and Conditions;
10.7.15 the Buyer enters into a voluntary arrangement under Parts I or VIII of
the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as
amended), or any other scheme or arrangement is made with his
creditors;
10.7.16 the Buyer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent
debtors;
10.7.17 the Buyer convenes any meeting of its creditors, enters into voluntary
or compulsory liquidation, has a receiver, manager, administrator or
administrative receiver appointed in respect of its assets or undertaking
or any part thereof, any documents are filed with the court for the
appointment of an administrator in respect of the Buyer, notice of
intention to appoint an administrator is given by the Buyer or any of its
directors or by a qualifying floating charge-holder (as defined in
paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution
is passed or petition presented to any court for the winding up of the
Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency
or possible insolvency of the Buyer.
11. Assignment
11.1 The Seller may assign the Contract or any part of it to any person, firm or
company without the prior consent of the Buyer.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without
the prior written consent of the Seller.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either
the Buyer lawfully refuses delivery of the defective Goods or, if they are signed
for on delivery as “condition and contents unknown” the Buyer gives written
notice of such defect to the Seller within 3 Business Days of such delivery, the
Seller shall at its option:
12.1.18 replace the defective Goods within 7 Business Days of receiving the
Buyer’s notice; or
12.1.19 refund to the Buyer the price for those Goods (or parts thereof, as
appropriate) which are defective;
but the Seller shall have no further liability to the Buyer in respect thereof and
the Buyer may not reject the Goods if delivery is not refused or notice given by
the Buyer as set out above.
12.2 No Goods may be returned to the Seller without the prior agreement in writing
of the Seller. Subject thereto any Goods returned which the Seller is satisfied
were supplied subject to defects of quality or condition which would not be
apparent on inspection shall either be replaced free of charge or, at the
Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of
such defective Goods but the Seller shall have no further liability to the Buyer.
12.3 If the Buyer purchases any Goods within six months of the launch of such
goods the Buyer shall have the right to return the Goods or any part of such
order within 1 months of delivery, provided always that the Buyer exercising
such right shall:
12.3.20 return such goods at his risk and cost; and
12.3.21 indemnify the Seller against any cost incurred by the Seller in rectifying
any deterioration of the Goods caused by incorrect storage or use
while in the Buyer’s possession.
12.4 The Seller shall be under no liability in respect of any defect arising from fair
wear and tear, or any wilful damage, negligence, subjection to normal
conditions, failure to follow the Seller’s instructions (whether given orally or in
writing), misuse or alteration of the Goods without the Seller’s prior approval,
or any other act or omission on the part of the Buyer, its employees or agents
or any third party.
12.5 Subject as expressly provided in these Terms and Conditions, and except
where the Goods are sold under a consumer sale, all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
12.6 Except in respect of death or personal injury caused by the Seller’s
negligence, or as expressly provided in these Terms and Conditions, the
Seller shall not be liable to the Buyer by reason of any representation, or any
implied warranty, condition or other term, or any duty at common law or under
statute, or under the express terms of the Contract, for any direct or
consequential loss or damage sustained by the Buyer (including without
limitation loss of profit or indirect or special loss), costs, expenses or other
claims for consequential compensation whatsoever (and whether caused by
the negligence of the Seller, its servants or agents or otherwise) which arise
out of or in connection with the supply of the Goods or their use or resale by
the Buyer.
12.7 The Buyer shall be responsible for ensuring that, except to the extent that
instructions as to the use or sale of the Goods are contained in the packaging
or labelling of the Goods, any use or sale of the Goods by the Buyer is in
compliance with all applicable statutory requirements and that handling and
sale of the Goods by the Buyer is carried out in accordance with directions
given by the Seller or any competent governmental or regulatory authority and
the Buyer will indemnify the Seller against any liability loss or damage which
the Seller might suffer as a result of the Buyer’s failure to comply with this
condition.
13. Buyer's Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice
to any other right or remedy available to the Seller, the Seller shall be entitled
to:
13.1.22 cancel the order or suspend any further deliveries to the Buyer;
13.1.23 appropriate any payment made by the Buyer to such of the Goods (or
the goods supplied under any other contract between the Buyer and
the Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer); and
13.1.24 charge the Buyer interest (both before and after any judgement) on the
amount unpaid, at the rate of 5% per annum above base rate from
time to time, until payment in full is made (a part of a month being
treated as a full month for the purpose of calculating interest).
13.2 This condition applies if:
13.2.25 the Buyer fails to perform or observe any of its obligations hereunder
or is otherwise in breach of the Contract;
13.2.26 the Buyer becomes subject to an administration order or enters into a
voluntary arrangement under Parts I or VIII of the Insolvency Act 1986
or the Insolvent Partnerships Order 1994 (as amended) or (being an
individual or firm) becomes bankrupt or (being a company) goes into
liquidation;
13.2.27 an encumbrancer takes possession, or a receiver is appointed, of any
of the property or assets of the Buyer;
13.2.28 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.29 the Seller reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
accordingly.
13.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to cancel the Contract or
suspend any further deliveries under the Contract without any liability to the
Buyer, 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.
14. Limitation of Liability
14.1 Subject to the provisions of Clauses 7, 8 and 12 the following provisions set
out the entire financial liability of the Seller (including any liability for the acts
or omissions of its employees, agents and sub-contractors) to the Buyer in
respect of:
14.1.30 any breach of these Terms and Conditions;
14.1.31 any use made (including but not limited to modifications) or resale by
the Buyer of any of the Goods, or of any product incorporating any of
the Goods; and
14.1.32 any representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979)
are, to the fullest extent permitted by law, excluded from the Contract.
14.3 Nothing in these Terms and Conditions excludes or limits the liability of the
Seller:
14.3.33 for death or personal injury caused by the Seller’s negligence;
14.3.34 for any matter which it would be illegal for the Seller to exclude or
attempt to exclude its liability; or
14.3.35 for fraud or fraudulent misrepresentation.
14.4 Subject to sub-Clauses 14.2 and 14.3:
14.4.36 the Seller’s 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 the Contract shall be limited to the Contract Price; and
14.4.37 the Seller shall not be liable to the Buyer 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.
15. Confidentiality, Publications and Endorsements
15.1 The Buyer will regard as confidential the contract and all information obtained
by the Buyer relating to the business and/or products of the Seller and will not
use or disclose to any third party such information without the Seller's prior
written consent provided that this undertaking shall not apply to information
which is in the public domain other than by reason of the Buyer's default.
15.2 The Buyer will not use, authorise or permit any other person to use any name,
trademark, house mark, emblem or symbol which the Seller is licensed to use
or which is owned by the Seller upon any premises, note paper, visiting cards,
advertisement or other printed matter or in any other manner whatsoever
unless such use shall have been previously authorised in writing by the Seller
and (where appropriate) its licensor.
15.3 The Buyer will use [all] OR [its] reasonable endeavours to ensure compliance
with this Clause 15 by its employees, servants and agents.
15.4 The provisions of this Clause 15 shall survive the termination of the Contract.
16. Communications
16.1 All notices under these Terms and Conditions and under the Contract shall be
in writing and be deemed duly given if signed by, or on behalf of, a duly
authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given:
16.2.38 when delivered, if delivered by courier or other messenger (including
registered mail) during the normal business hours of the recipient; or
16.2.39 when sent, if transmitted by facsimile or e-mail and a successful
transmission report or return receipt is generated; or
16.2.40 on the fifth business day following mailing, if mailed by national
ordinary mail, postage prepaid; or
16.2.41 on the tenth business day following mailing, if mailed by airmail,
postage prepaid.
16.3 All notices under this Agreement shall be addressed to the most recent
address, e-mail address, or facsimile number notified to the other Party.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations
where such failure or delay results from any cause that is beyond the reasonable
control of that Party. Such causes include, but are not limited to: power failure,
Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any other event
that is beyond the control of the Party in question.
18. Waiver
The Parties agree that no failure by either Party to enforce the performance of any
provision in these Terms and Conditions or under the Contract shall constitute a
waiver of the right to subsequently enforce that provision or any other provision.
Such failure shall not be deemed to be a waiver of any preceding or subsequent
breach and shall not constitute a continuing waiver.
19. Severance
The Parties agree that, in the event that one or more of the provisions of these Terms
and Conditions or the Contract are found to be unlawful, invalid or otherwise
unenforceable, that / those provisions shall be deemed severed from the remainder of
these Terms and Conditions (and, by extension, the Contract). The remainder of
these and the Contract shall be valid and enforceable.
20. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract
pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Law and Jurisdiction
.
21. Law and Jurisdiction
21.1 These Terms and Conditions and the Contract (including any non-contractual
matters and obligations arising therefrom or associated therewith) shall be
governed by, and construed in accordance with, the laws of England and
Wales.
21.2 Any dispute, controversy, proceedings or claim between the Parties relating to
these Terms and Conditions or to the Contract (including any non-contractual
matters and obligations arising there from or associated therewith) shall fall
within the jurisdiction of the courts of England and Wales.