TERMS AND CONDITIONS OF SALE
1. DEFINITIONS
1.1 The “Seller” means Connected Essentials Limited
1.2 The “Buyer” is the person or company buying the goods which are sold under a contract of sale between the “Seller” and the “Buyer”
1.3 The “Goods” means the goods which are to be sold under a contract of sale between the Seller and the Buyer
2. GENERAL
2.1 These terms and conditions apply to all offers, quotations and sales of goods and/or services by Connected Essentials Limited to any buyer or potential buyer in addition to Special
Ordering Service Guidelines issued where applicable.
2.2 Any agreement between the Seller and the Buyer shall be binding only if and to the extent that an individual order is expressly accepted by the Seller in writing. The Seller shall have full
discretion in accepting or rejecting any order.
2.3 Except as set forth in Condition 2.1 above, these Terms and Conditions shall be exclusive of and prevail over all other terms or conditions, written or oral, implied by trade custom or
course of dealing, wherever appearing or however introduced including any Buyer general terms and conditions, unless expressly otherwise agreed by the Seller in writing, all other terms or
conditions are expressly rejected by the Seller. The Buyer agrees to be bound by these Terms and Conditions whether or not expressly so stated in any order, confirmation or otherwise.
Each deviation from or modification of these Terms and Conditions requires the express written agreement by a Director of the Seller in each instance. Modification or waiver of any provision
in one instance shall not constitute modification or waiver in any other instance.
2.4 The Buyer may not without the Seller’s prior written consent, assign all or any of its rights under the contract incorporating these terms and conditions.
3. QUOTATIONS
No quotation from the Seller shall constitute an offer.
4. SPECIFICATION
4.1 Goods are supplied in accordance with the manufacturer’s standard specification.
4.2 All technical information and particulars of goods and performance given by the Seller are given as accurately as possible but are not treated as binding or as forming part of any contract
with the Buyer unless specifically confirmed or agreed by the Seller in writing.
5. PRICE
5.1 Prices invoiced will be those ruling at the date of dispatch of the goods or the provision of any service provided.
5.2 All prices are subject to change without notice.
5.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Seller.
6. MINIMUM ORDER VALUE
6.1 The Seller reserves the right to reject any Buyers order which falls below the acceptable minimum order value.
7. DELIVERY
7.1 Whilst the Seller will use reasonable endeavours to keep any agreed delivery date, it accepts no liability whatsoever for any loss or damage resulting from delay, however caused nor
shall late delivery or non-delivery be a basis for cancellation of any order by the buyers.
7.2 Part-deliveries may be made. No partial delivery shall affect the Buyer’s obligations to pay for any other part of the order. Goods shall be signed for on receipt. Any alleged discrepancy in
delivery must be notified to the Seller in writing within 3 days of receipt of goods. All complaints not so filed will be waived.
7.3 Minimum carriage charges will be made in accordance with the current published price list and are subject to change without notice. The Seller reserves the right to charge for delivery of
all goods dispatched unless prior notification of cancellation has been received and acknowledged.
8 TERMS OF PAYMENT
8.1 Unless otherwise agreed in writing all payments by the Buyer for goods and/or services shall be made within 30 days of the invoice date. Payments made within a pre-agreed early
payment term may benefit from early settlement discount, which will be confirmed in writing if available. Settlement if available is only allowed for payments made in full within the stated
payment period, no exceptions can be made.
8.2 In the event of non-payment of any sums due to the Seller by the due date all sums owing to the Seller by the Buyer shall become due.
8.3 The Seller reserves the right to charge interest on unpaid invoices and any other sums due to the Seller and outstanding at a daily rate of 3% above the base rate of National
Westminster Bank plc from time to time from the date when payment becomes due until the date when payment is made and interest will accrue after as well as before any judgement. The
Buyer will reimburse the Seller for all costs and expenses incurred in collection of any overdue amount.
8.4 Without prejudice to any other rights which the Seller may have in the event of any sums outstanding on the due date, the Seller shall have the right to cease supplying other goods
ordered by the Buyer from the Seller whether under the contract or any other.
8.5 The Seller reserves the right to pass on collection charges in the event payment is not received within the contractually agreed date.
9 RETENTION OF TITLE
9.1 Risk in the goods shall pass to the Buyer on delivery and the Buyer shall insure goods with a reputable insurance company against all risks for their full value from that time.
9.2 Notwithstanding the provisions of Clause 8.1, property and ownership in the goods shall not pass from the Seller until:
9.2.1 the Buyer shall have paid the Seller for the goods: and
9.2.2 no other sums are then outstanding from the Buyer to the Seller on any account whatever whether or not such sums have become due for payment.
9.3 Until property in the goods passes to the Buyer, the Buyer shall:
9.3.1 to bailee of the goods
9.3.2 store the goods separately from those of any other person and ensure they are readily identifiable as the property of the Seller. In the event that the goods are stored on the premises
of any third party (save where such third part has received the goods by virtue of Clause8.4), the Buyer shall ensure that the third party compiles with the provision of this sub-clause.
9.4 Not withstanding the provisions of this clause, the Buyer may as a principle in the ordinary course of its business sell the goods for the market value or use the goods in the ordinary
course of its business.
9.5 At any time prior to property in the goods passing the Buyer, in the event of:
9.5.1 the Buyer in insolvency
9.5.2 the Buyer’s failure to pay any amount due to the Seller
9.5.3 any breech by the Buyer of these conditions must immediately place any goods in its possession or under it’s control at the Seller’s disposal and the Seller’s representatives shall have
(without prejudice to any of the Seller’s other rights and remedies) the right to enter the Buyer’s premises and retake possession of such goods. In such event, the Buyer shall procure that
the Seller has access to the premises of any third parties where goods in which property has not yet passed to the Buyer are stored.
9.6 Should any event listed in Clause 8.5 occur, the Buyer’s right to sell and to use the goods shall immediately cease.
9.7 The Buyer shall not charge, mortgage, create a lien upon the goods or permit the creation thereof or assign its rights in respect of the goods.
9.8 Each clause and sub-clause of this clause is separate, severable and distinct.
10 FORCE MAJEURE
10.1 The Seller shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any contract and shall not be liable for any loss or damage if its ability to perform its
obligations under the contract is in anyway adversely affected whatsoever not within the Seller’s control, or by commercial unfeasibility including the failure by the Seller’s suppliers to fulfil
their obligations, the denial or cancellation of necessary permits or licences or substantial increases in the costs of performance.
11. CANCELLATION OF ORDERS
11.1 No cancellation of any order by the Buyer shall be accepted by the Seller unless:-
11.1.1 The cancellation is received by the Seller in writing; and
11.1.2 The Seller accepts such cancellation in writing and is paid by the Buyer
11.1.2.1 the sales value to the Seller of that part of the goods completed and work done in connection with the order;
11.1.2.2 the Sales value of any items or materials bought by the Seller which cannot reasonably be used elsewhere by the Seller and
11.1.2.3 any other costs and liabilities which the Seller incurs by reason of the Buyer’s cancellation.
11.2 Any extra cost or liability incurred by the Seller due to suspension of work or of deliveries or lack of or mistaken instruction from the Buyer or to any interruptions or delays attributable to
the Buyer shall be added to the price of the goods and/or services and paid for by the Buyer.
12. WARRANTY
12.1 If under the terms of a supply agreement a returns agreement is in place faulty product will be accepted for return and full credit (net of any allowances) provided returned with all items
originally supplied and a proven fault covered under the terms of the warranty and for a period of 12 months from purchase. All return freight charges will be at the customers cost. Items
supplied with an extended manufacturer’s warranty will be managed on an individual basis depending upon circumstances.
12.2 Authorisation must be obtained before any return is made
12.3 Notwithstanding the provisions in this clause, all items supplied in accordance with the buyers order will not be accepted back for credit.
13. MISCELLANEOUS
13.1 The contract shall be governed by and construed in accordance with the English Law and the parties hereto submit to the non-exclusive jurisdiction of the English
Courts. Any provision hereof which is or may be void or unenforceable shall to the extent of such invalidity or unenforceable be deemed severable and shall not affect
the other provisions hereof

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