1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Conditions.
Customer: the person, firm or company who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given to it in clause 13.1(a).
Goods: the Goods (or any part of them) as set out in the purchase order.
Order: the Customer’s order for the Goods, as set out in the Customers purchase order form OR in the Customer’s written acceptance of the Supplier’s quotation, or as the case maybe.
Supplier: EJ Electronics Limited a company registered in England and Wales at companies House with company number 03444471, whose registered office address is Unit C4 Sapphire Court, Isodore Road, Bromsgrove, Worcestershire, B60 3FJ.
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (e) a reference to writing or written includes faxes and e-mails.
2.1 These conditions shall apply to all agreements between the Customer and the Supplier.
2.2 A quotation for the Goods given by the Supplier shall not constitute an offer. In any event, a quotation shall only be valid for a period of Ten Business Days from the date of issue.
2.3 The Customers order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, or if earlier we start to process the Order, at which point and on which date the Contract shall come into existence.
2.4 Any amendments or additions to orders must be received before the Goods are loaded for delivery.
2.5 It is the Customers responsibility to check the order acknowledgement to ensure that the Goods being purchased are required and that the price and delivery details are correct.
2.6 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.7 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any illustrations or descriptions contained in the Supplier’s catalogues, brochures or websites are produced or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.8 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 The Supplier reserves the right to amend the specification of the goods if required by any applicable statutory or regulatory requirement.
4.1 The Customer shall inspect the Goods at the place and time of unloading or collection but nothing in these Terms shall require the Customer to break packaging and/or unpack Goods which are intended to be stored for use.4.2 The Customer must advise the Supplier by telephone immediately and also provide written notice within Three days of unloading of any claim for short delivery.
4.3 If the Customer does not give the notice in the time limits set out in 4.2 above, the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
4.4 The Customer shall not be entitled and shall irrevocably and unconditionally waive any rights to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused in not complying with clauses 4.2 and 4.3 above.
4.5 The Suppliers liability for short delivery is limited to making good the shortage.
5.1 The risk in the Goods shall pass to the Customer upon completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
a) The Goods;
b) Any other goods that the Supplier has supplied to the Customer.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
a) Hold the Goods on a fiduciary basis as the Suppliers Bailee;
b) Store the Goods separately from all other goods held by the Customer so that the remain readily identifiable as the suppliers property;
c) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
e) Give the Supplier such information relating to the Goods as the Supplier may require from time to time but the Customer may resell or use the Goods in the ordinary course of its business.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any insolvency proceedings or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6.1 The price for the Goods are subject to alteration without previous notice. Any quotation is subject to being invoiced at the price ruling at the date of purchase.
6.2 The full price for the Goods must be paid in accordance with the Suppliers quotation or otherwise upon delivery.
6.3 If payment is late the Customer shall pay interest on the amount of such late payment from the final date for payment of the Suppliers invoice at an annual rate of six percent (6%) per annum above the Barclays Bank base rate in force from time to time, compounded quarterly until the date of payment. Addition of such interest shall be without prejudice to any other right or remedy the Supplier has in respect of such late payment, and shall not constitute any waiver of any breach by the Customer or of any right or remedy on the part of the Supplier.
6.4 If the Customer opts for the Supplier to install and commission the Goods, the cost of installation and commissioning will be charged separately to the cost of the Goods. Full payment for installation and commissioning is due upon completion of the installation and commissioning work.
6.5 Time of payment shall be the essence of the contract.
7.1 Delivery of the Goods shall be made by the Supplier delivering them to the place of delivery agreed between the Supplier and the Customer or if no such place is agreed, to the buyers place of business. All delivery instructions are to be made in writing at the time of purchase.
7.2 The Supplier will use all reasonable endeavours to keep to agreed delivery dates which are quoted on the basis of existing commitments but will not be liable for delay in delivery however caused. The time of the delivery shall not be of the essence.
7.3 If the Goods are supplied with packing materials or crates, these are non-returnable and it is the Customers responsibility to dispose of them as appropriate.
7.4 Goods valued below £100.00 including VAT are subject to delivery and packing charges.
7.5 The Supplier shall not be liable for loss or damage to the Goods during transit unless the Supplier is notified by the Customer within Four days of delivery in writing.
7.6 No claim will be eligible for any compensation without being signed for as damaged when Goods are delivered at the agreed place of delivery.
7.7 The Supplier shall not be liable for the re-delivery of the Goods where the Customer is not present to sign for or accept delivery. Re-delivery or depot collection costs shall be borne by the Customer.
7.8 Delivery of the Goods will be deemed complete once the Goods arrive at the Delivery Location.
7.9 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. The supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customers failure to provide the supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.10 If the Supplier fails to deliver the Goods as agreed, then its liability shall be limited as per clauses 12.1 to 12.4 (inclusive).
7.11 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered.
7.12 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract.
7.13 The price agreed includes delivery charges, but the Supplier may make an additional charge if it incurs further costs or expenses such as (but not limited to):
a) Complying with the Customer’s request for delivery outside the Suppliers normal delivery pattern or by trading by instalments
b) Orders of small value which are not economical for the Supplier to deliver free
7.14 If the Goods are to be deposited other than on the Customer’s premises, the Customer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection at all times of persons and property.
8.1 Subject to the provisions of clause 8, the Customer may not cancel any order that has been made and paid for unless agreed by the Supplier in writing.8.2 The Supplier will not agree to the cancellation of an order if processing has commenced. The Customer will be liable to pay the full cost of the order.
8.3 The Supplier operates a 14-day cooling off period for Customers on credit terms (if an individual) in accordance with consumer legislation. During this period the Customer (if an individual) may return the Goods and request a refund. However, any refund will be subject to collection/re-delivery costs if the Supplier is required to collect or arrange collection of the Goods.
8.4 The Supplier does not operate a cooling off period for Customers (being a Partnership or Company) and no refund will be granted.
9.1 The Company warrants that the Goods will be of merchantable quality and will comply with their description, subject to normal trade tolerances. Any claim in respect of the warranty must be notified to the Supplier before the Goods are used and in any case within Ten days after delivery.
10.1 The Customer assumes responsibility for the Goods being suitable for the purpose for which they are intended.
11.1 If the Goods are ready for delivery but are held back at the Customers request or if the Customer fails to accept delivery, the Supplier may require the Customer to pay a reasonable storage charge (as determined by the Supplier) after the expiry of Seven days from the date of the Customer being notified that the Goods are ready for dispatch.
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation
(c) breach of the terms implied by sections 9, 10 and 11 of the Consumer Rights Act 2015;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the supplier to exclude or restrict liability.
12.2 Subject to clause 12.1
(a) The Supplier shall not be liable for any consequential or special loss arising out of any breach of condition, warranty or contract on the part of the Supplier in respect of the Goods. The Suppliers liability for any such breach in respect of the Goods shall be limited to their net invoice value or (at the Suppliers discretion) to replacement of the Goods.
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
12.3 The Supplier shall not be liable:
a) If any problem with the Goods arises from wilful damage, negligence, abnormal working conditions, misuse, alteration or repair of the Goods, failure to follow British Standard or industry instructions relevant to the Goods, or storage of the Goods in unsuitable conditions (but this sub clause shall not apply to any act or omission on the Suppliers part).
b) Unless after discovery of the problem with the Goods the Supplier is given a reasonable opportunity to inspect the goods before they are used, or in any way interfered with.
c) If problems with the Goods would have been apparent on a reasonable inspection in accordance with these Terms at the time of unloading unless the Customers notification were made in accordance with these Terms.
d) If the problem with the Goods is discovered after 14 days from the date of delivery.
e) If in any case the problem with the Goods is discovered more than 14 days from the date of delivery; the Suppliers liability for any problems with the Goods will be further limited to such rights against the manufacturer or the third party, who manufactured the Goods as the Supplier may have.
f) The Customer unconditionally, fully and effectively, indemnifies the Supplier against all loss damages, costs on an indemnity basis and expenses awarded against, or incurred by the Supplier in connection with, or paid, or agreed to be paid by if in settlement of any claim by a third party arising from the supply or use of the Goods. The indemnity will be reduced in proportion to the extent that such loss, damage, costs and expenses are due to the Suppliers negligence.
12.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.1 Force Majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) It is acknowledged that at the time of the conclusion of this Agreement, the COVID-19-pandemic (hereinafter referred to as COVID-19) and the United Kingdom having left the European Union (hereinafter referred to as BREXIT) is having a significant impact on business, projects and the commercial sector worldwide, including the manufacturing and retail industry. Therefore, it is foreseeable that COVID-19 and BREXIT and the measures ordered or implemented to control the spread of COVID-19 and the free movement people, goods and services may have an impact on the execution of, and delivery of obligations pursuant to, this Agreement, although it is not possible for either party to define the specific effects of COVID-19 and BREXIT on the execution of, and delivery of obligations pursuant to, this Agreement. Nevertheless the parties have agreed to conclude this Agreement under the assumption and in agreement that COVID-19 and BREXIT related actions imposed by governmental and/or administrative authorities, such as quarantine, restrictions of movement (including movement of goods) and/or work or other emergency response measures of a governmental authority shall be considered a Force Majeure for the purpose of this Agreement, even though the outbreak of COVID-19 and the implementation of BREXIT has commenced prior to the date of signing of this Agreement.
(c) For the avoidance of doubt, the consequences of COVID-19 and BREXIT for this Agreement shall exclusively and solely be stipulated by this Clause.
(d) Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.1 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract, without the prior written consent of the Supplier.
(a) Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if a company) or its principal place of business or residence (in any other case) or such address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by prepaid first class post, recorded delivery, commercial courier or fax.
(b) Any notice or other communication shall be deemed to have been received if delivered personally, when left at such address referred to in clause 14.2(a) above, if sent by prepaid first-class post or recorded delivery, at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.5 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.6 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier
14.7 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the Walsall County Court.