TERMS & CONDITIONS
1.1 In these terms and conditions:
- the seller means- Elizabeth Ockford Ltd whose registered office is St Andrews House, Cinder Hill Lane, Horsted Keynes, West Sussex, RH17 7BA, UK and its affiliate offices within the UK.
- the products means-the goods and services there connected as supplied against the order set out by the seller.
- the buyer means – anyone purchasing products from the seller.
- the term writing means – any document including electrical mail, facsimile transmission and any comparable means of communication
- V.A.T. means – the value added tax that must be charged under the act governing value added tax where applicable.
1.2 Unless expressly agreed otherwise, these terms and conditions shall apply to all offers, contracts of purchase and sale, and deliveries of all products and services by the seller. The buyer accepts the applicability of these terms and conditions by placing an order on the supplier.
1.3 The seller does not accept any standard or specific conditions of purchase employed by the buyer and they shall not apply to offers, contracts or deliveries governed by these terms and conditions unless and only after the said conditions of purchase have been expressly declared applicable in writing to any specific transaction by the seller. Acceptance in this manner of the applicability of such conditions of purchase shall in no event mean that these conditions of purchase are or will be applicable to other transactions between the buyer and the seller.
2.1 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 authorized representative.
2.2 The buyer shall be responsible to the seller for ensuring the accuracy of the purchase order (including any applicable specifications and requirements).
2.3 The seller reserves the right to make any changes in the specification of the goods which are required to conform to UK or EU statutory or regulatory requirements.
3. PURCHASE PRICE, EXPORT TERMS AND V.A.T.
3.1 The purchase price for the buyer shall be the price confirmed in writing by the seller to the buyer within the order confirmation.
3.2 The seller reserves the right to pass on to the buyer increases in cost price factors, in writing with 14 days’ notice.
3.3 All prices quoted are exclusive of V.A.T. and, unless agreed otherwise, exclusive of the cost of transport, insurance and other costs or charges (if any).
3.4 The seller will apply V.A.T. at the prevailing UK rate, where applicable.
3.5 In these conditions, “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions , but if there is any conflict between the provisions of Incoterms and these Conditions, a the latter shall prevail.
3.6 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any special terms agreed in writing between the buyer and the seller) apply notwithstanding any other provision of these conditions.
3.7 The buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
4.1 All deliveries are made on an ex-works basis, unless otherwise agreed in writing. The goods shall be deemed to have been delivered from the time they leave the seller’s warehouse or from the time the seller has notified the buyer that the products intended for the buyer are available for shipping.
4.2 All-risk transfers to the buyer once delivery takes place
4.3 Unless otherwise agreed (in writing), the buyer shall take receipt of the order immediately upon its delivery. If the buyer fails to take the goods immediately on the grounds of circumstances not attributable to the seller, the seller shall have no obligation to store the goods.
4.4 Any dates stated as times for delivery of the goods are by way of information only and are not guaranteed periods within which the seller is obliged to make delivery.
4.5 The seller has the right at any time to assign or sub-contract all or any of its obligations for the sale of the goods to any other associated or connected company or subsidiary or holding company as it may from time to time decide without giving notice of the same to the buyer.
4.6 The seller reserves the right to make partial deliveries of the products sold.
4.7 If the seller fails to deliver the goods for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault, and the seller is accordingly liable to the buyer, the sellers liability shall be limited to the excess (if any) of the cost to the buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods subject always to the limitations set out in clause 7 hereof.
4.8 If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyer’s reasonable control or by reason of the sellers fault), then without prejudice to any other right or remedy available to the seller the seller may:
4.8.1 store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage; or
4.8.2 sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price under the order/contract provided the price has been paid in cleared funds in full or charge the buyer for any shortfall below the price under the order/contract.
5. RISK & PROPERTY
5.1 Risk of damage to or loss of the goods shall pass to the buyer:
5.1.1 In the case of goods to be delivered at the seller’s premises at the time when the seller notifies the buyer that the goods are available for collection; or
5.1.2 In the case of goods to be delivered other than at the seller’s premises at 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.
5.2 Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, the property in 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 all other goods agreed to be sold by the seller to the buyer for which payment is then due.
5.3 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 moneys owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
5.4 The buyer herein irrevocably appoints the seller and its servants as its duly authorized agent for the purposes of entering upon any premises where the goods are stored for the purposes of examination and/or recovery of the same at any time without notice.
6. RETENTION OF TITLE
6.1 The seller shall retain sole title in the goods until as such time all monies are received, by way of cleared funds, for the last and/or earlier shipments. The seller maintains the right to demand the goods back if the buyer fails to perform their obligations. Any costs incurred by the seller for taking back the goods will be passed onto the buyer. This clause 6 does not affect or prejudice the buyer’s right to sell the goods in the course of normal operations.
7. COMPLAINTS, EXCHANGES AND RETURN SHIPMENTS
7.1 It is the responsibility of the buyer to check that the correct products have been delivered in the correct amount and quality as ordered. The buyer shall notify the seller in writing of visible defects or shortages within 14 days of delivery and of non-visible defects within 14 days of their discovery. Claims based on facts which could support the allegation that the products delivered are not in compliance with the agreement(s) shall become prescribed by the lapse of 6 months following delivery. Under no circumstances do complaints suspend the buyer’s obligation pay.
7.2 If the products delivered display defects, the seller shall have no other obligation vis-à- vis the buyer than to:
a. deliver free of charge a sufficient quantity in replacement, or
b. pay a sum that will, however, at no time exceed the net value of the invoice, such at the seller’s discretion.
7.3 No complaint at all shall be admissible if the buyer has proceeded to process the products which could have ascertained the alleged defect in the products by normal and simple check or, if it could not have been ascertained by a simple check, continued to process the products after the initial processed results could have been assessed. Minor non conformities in quality, dimensions, colour, design or repeat length, weight or finish will not be accepted by the seller as a basis for a complaint.
7.4 If the seller instructs the buyer to return a shipment, this instruction is given subject to the provision that – unless the complaint relates to damage of the goods that the goods in question are returned to the seller undamaged, including the original packing.
7.5 Under no reason will returns be accepted from the buyer unless the seller has instructed as detailed above 7.4.
7.6 Under no circumstances will the seller be liable for any third party, decorator and or contractor costs and the seller’s liability will be limited to the replacement of the faulty goods if a claim is proven.
8. WARRANTIES & LIABILITY
8.1 Subject to the conditions set out below, the seller warrants that the goods will correspond with their specification at the time of delivery.
8.2 The seller is not liable for any loss, damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without the seller’s prior written approval. The buyer shall indemnify the seller against each loss, liability and cost arising of such claims.
9. PAYMENT IN ADVANCE / SECURITY
9.1 The seller may from time to time require and demand advanced payment or provision of security from the buyer before proceeding to deliver the goods ordered. If the buyer fails to make such advanced payment or provide the required security, any obligation for delivery on part of the seller shall be void.
10. PAYMENT AND COLLECTION
10.1 Unless otherwise stated in writing, the buyer shall pay the price of the goods within thirty days of the end of the month of the seller’s invoice and the seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the goods has not passed to the buyer. The time of payment of the price shall be of the essence of the contract
10.2 If, in the seller’s opinion, the buyers creditworthiness deteriorates before delivery of the goods, the seller may require full or partial payment of the order before delivery takes place.
10.3 If the buyer fails to make payment on the due date , then without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
10.3.1 cancel the contract or suspend any further deliveries to the buyer
10.3.2 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
10.3.3 charge the buyer interest (both before and after any judgment) on the amount unpaid at the rate of 3% per cent per annum above National Westminster Bank Plc 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 purposes of calculating interest)
11. GOVERNING LAW/COMPETENT COURT
11.1 All agreements made by and between the seller and the buyer shall be governed by the laws of the United Kingdom, not including the 1980 Vienna Convention on the International Sales of Goods (CISG).