Terms & Conditions of Sale

CONDITIONS FOR SUPPLY OF GOODS AND ASSOCIATED SERVICES BY EDGE INDUSTRIAL SUPPLIES LIMITED

1 GENERAL

1. These conditions apply to all contracts between the Seller and the Buyer and override all conditions stipulated by the Buyer (even if submitted in a later document); any other agreements between the parties relating to the subject matter of this order are terminated (except an agreement into which these conditions are incorporated).
2. No variation of these conditions is permitted unless in writing by a director of the seller.
3. Unless previously withdrawn by the seller, a quotation of the seller is open for a period of 30 days after the date of the quotation. No quotation shall constitute an offer or tender but shall be deemed to be an invitation to treat.
4. A contract shall be created only when the seller, through a duly authorised representative, has accepted either in writing or orally an offer from the Buyer to purchase goods or services, such acceptance shall thereupon create a contract to be governed by these terms and conditions in accordance with the provisions of sub-clause (1) hereof.

2 PRICES

1. The price charged by the Seller will be those ruling at the date of despatch. The Seller reserves the right in its unfettered discretion to vary the price from that quoted or from that prevailing at the contract date in the event of any rise or fall in, without limitation, the cost of the materials, labour services, interest rates, transport and statutory charges between the date of contract and the date of despatch. Further, the Seller reserves the right at its sole discretion to increase any price if the Buyer requests the Seller to vary, modify or amend the contract.
2. All prices quoted are exclusive of value added tax. The price of goods includes the cost of standard packaging and delivery within the UK, however additional carriage costs will be recharged and the total cost subject to VAT at the applicable rate.

3 PAYMENT

1. Payment for the goods must be made by the due date and to the conditions as stated on our invoice.
2. The Buyer shall make all payments due under the contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.
3. The Buyer shall pay interest on overdue accounts or so much thereof as shall be overdue at the rate of 5% over the Seller's Bank base lending rate from time to time in force until the date of payment.
4. If the buyer fails to make payment by the due date or when required, the Seller may (without prejudice to any other remedy which it may have) cancel this contract and/or any other contract between the Buyer and the Seller and/or suspend delivery under this or any other contract until payment is made.
5. The Seller may at any time require the Buyer to make payment in advance of delivery or require security for payment.
6. All sums payable to the Seller under the contract shall become due immediately on termination of the contract despite any other provision.

4 DELIVERY

1. Delivery dates are approximate only and the Seller shall not be responsible for any loss or damage arising from any delay in delivering all or part of any goods ordered.
2. Without prejudice to clause 4.1, the Seller will not be liable for any delay in delivery or non-delivery of goods or any other breach of these conditions caused by any circumstances beyond the Seller's control including without limitation, any Act of God, explosion, fire, flood, war, hostilities, accidents, delay in delivery or non-delivery by the Seller's suppliers, breakdowns or accidents to machinery, labour strike or dispute, order or decree of any court or action of any government authority, or any other causes or any circumstances beyond the Seller's control; on the occurrence of any of the above events the Seller reserves the right to cancel or suspend the whole or part of any delivery.
3. In the case of any order for goods of a type or description not normally held in stock by the Seller, and therefore specially made, ordered or imported by the Seller to meet such order, the Buyer will accept goods 10% more or 10% less than ordered, the total price of the order being correspondingly adjusted.

5 RISK AND PROPERTY

1. Goods supplied to the Buyer will remain the property of the Seller until full payment in cash or cleared funds has been received by the Seller for those goods and for all other goods delivered by the Seller to the buyer in respect of which payment is outstanding.
2. Until title to the goods passes to the Buyer
   1. The Buyer will hold those goods as the Seller's bailee.
   2. The Buyer will protect, store and identify the goods by reasonable means so that they can be recognised as the property of the Seller.
   3. The Buyer may use the goods or sell them in the ordinary course of its business,
   4. If the Buyer is in breach of its obligations to the Seller, or the order or the contract for the supply of goods is cancelled or capable of being cancelled under clause 8 below, and provided the goods are still in existence and have not been resold, the Seller may (a) by notice the Buyer require redelivery to it of the goods; and/or (b) with or without previous notice, retake possession of the goods and sell the goods. For the purpose of this cause the Buyer irrevocably authorises the Seller's representatives to enter the premises on which the goods are situated and remove the goods at the Buyer's expense.

3. Risk in all goods supplied to the Buyer will pass to the Buyer on delivery.

6 INSPECTION

1. If the goods or any of them are damaged or lost in the custody of a carrier, the Seller will (at its option) either replace such goods or refund to the Buyer the cost or price of them, but the Seller's liability in connection with any such goods will not exceed the cost of replacement of them or the price paid by the Buyer for them.
2. The Seller will not be under any liability under 6.1 above unless the following conditions are strictly complied with:
   1. In the event of non-delivery of a whole consignment of goods the Buyer must inform the Seller in writing within fourteen days of the date of the invoice or advice note.
   2. In the case of damage to goods or loss of part of the consignment, the consignment must be inspected in the presence of the carrier. If any goods are damaged or lost the consignment note must be endorsed accordingly and the Buyer must notify the Seller within forty-eight hours of delivery, such notification to be confirmed in writing within seventy-two hours.

7 LIABILITIES AND WARRANTIES

1. Nothing in the clause will be deemed to exclude or restrict the Seller's liability for death or personal injury resulting from the Seller's negligence.
2. If any goods supplied or processed on behalf of the Seller prove on inspection to be defective in material or workmanship, the Seller will (at its option) replace the same or refund to the Buyer the price of the goods.
3. The Buyer will determine the suitability of the goods for its intended use and will not rely upon any representations made by or on behalf of the Seller.
4. Refunds for the goods purchased/ordered goods shall be at the discretion of the Seller. Refunds will only be considered on production of a valid invoice and where goods are returned in compliance with any Manufacturer's terms, guarantee and/or refund policy, - a handling charge may apply for items ordered and then returned.
5. The Seller's liability under these conditions shall never exceed the cost of replacement or the price paid by the Buyer for the goods.
6. The Seller will not be liable for any consequential or indirect loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever suffered by the Buyer whether this loss or damage arises from a breach of duty, in contract or in tort or in any other way (including loss or damage arising from the Seller's negligence).
7. Except as set out in these conditions, all warranties and conditions, whether express or implied, statutory or otherwise are excluded to the fullest extent permissible at law.

8 TERMINATION

If there is appointed a receiver, administrator or administrative receiver of the buyer's property or assets or any part of them, or a court order is made or a resolution is passed for the winding-up of the Buyer (except for the purpose of amalgamation or reconstruction) or if the Buyer commits any act of bankruptcy, or any bankruptcy petition is presented against the Buyer (or any analogous proceedings under the law of any country outside the United Kingdom are commenced) the Seller may be notice in writing to the Buyer cancel all orders and contracts between the Seller and the Buyer or any part of them remaining unfulfilled.

9 JURISDICTION

All contracts between the Seller and the Buyer shall be governed and construed in accordance with the Laws of England, and the Buyer agrees to submit to the Jurisdiction of the Court of Law in England in respect of them.