Terms and Conditions
a) In these Terms and Conditions (“T&Cs”) the “Seller” shall mean EastWest (Europe) Limited (Company number: 9164665) whose principal trading address is Unit 3 Horizon Point, Swallowdale Lane, Hemel Hempstead, HP2 7FZ, UK.
b) The “Buyer” shall mean the person, firm or company purchasing the Goods from the Seller.
c) “Goods” shall mean any products or services ordered by the Buyer from the Seller or to be supplied by the Seller to the Buyer.
d) The “Contract” shall mean any contract between the Buyer and the Seller for the purchase of Goods incorporating these T&Cs and an Order.
e) An “Order” is any order placed by the Buyer with the Seller for the supply of Goods whether made in writing, by email, by fax or by telephone.
f) The Contract constitutes the entire agreement between the parties and supersedes and previous agreement between the parties relating to its subject matter.
g) All Contracts of sale of Goods incorporate these T&Cs so far as such conditions are not varied by any special terms or conditions agreed in writing between the Buyer and the Seller.
h) Any variation of the Contract will become binding only if confirmed in writing by the Seller.
i) A “Loss” shall mean any and all liability arising from actions, awards, costs, claims, damages, direct and indirect losses, expenses, loss of profits, loss of reputation, judgements, penalties and proceedings and any other losses and/or liabilities.
j) In these T&Cs reference to the singular shall include the plural and vice versa and words indicating a person shall include bodies of persons whether corporate or incorporate.
k) The Contract shall be governed by the laws of England and any disputes in connection therewith shall be tried in the Courts of England and Wales.
a) An Order submitted by a Buyer shall be deemed to be accepted by the Seller when confirmed in writing or by email by an authorised representative of the Seller.
b) No order which has been accepted by the Seller may be cancelled by the Buyer without the written agreement of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all costs and losses (including costs of labour, materials, damages, charges incurred and loss of profit).
a) Details in brochures, price lists and on websites, including sizes or dimensions, produced by the Seller are intended as guidance only and the Seller shall have no liability to the Buyer for any Loss as a result of errors in any details provided and/or approved by the Buyer.
b) The Seller reserves the right to discontinue or make any changes to the Goods from time to time, including but not limited to any changes required by law or any applicable safety or manufacturing requirements, without prior notice to the Buyer provided that changes to Goods other than if required by Law, as opposed to discontinued lines, do not materially affect the quality and/or performance of the Goods.
a) Unless otherwise agreed in writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods within thirty (30) days of the date of the Seller’s invoice.
b) Time for payment of the price shall be the essence of the Contract.
c) If the Buyer fails to make any payment by or on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
i) cancel the Contract or suspend any further delivery to the Buyer;
ii) 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 my think fit; and
iii) charge the Buyer interest (both before and after any Judgement) on the amount unpaid at the rate of five percent (5%) per annum above the base rate of the Seller’s bank from time to time, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
d) The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed on the Sellers published price list, current at the date of delivery of Goods.
a) Delivery of the Goods will be made by the Seller delivering the goods to the address as indicated in the Order.
b) The Seller will use its reasonable endeavours to achieve delivery and/or performance by any date specified in the Buyer’s Order but each such date is to be treated as an estimate only and time shall not be of the essence of the Contract.
c) The Buyer will have no right to reject or object to the Goods and will have no right to rescind for late performance unless the due date for performance has passed and the Buyer has served on the Seller a written notice requiring the Contract to be performed giving the Seller no less than ten (10) working days in which to do so and the notice has not been complied with.
d) The Seller may deliver the Goods by separate instalments as set out in the Order and each delivery shall constitute a separate and distinct contract which the Seller shall be entitled to invoice separately. Failure by the Seller to deliver any instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated and/or terminated.
e) If the Buyer fails to take delivery of the Goods then without prejudice to any other right or remedy available to the Seller the Seller may:
i) withhold delivery and/or performance of any other Goods;
ii) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and/or
iii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
f) The Seller will be under no obligation to do so but will use its reasonable endeavours to comply with a reasonable request by the Buyer to postpone delivery of the Goods.
g) If the Buyer fails to take delivery of the ordered Goods or if delivery of the Goods is postponed at the Buyer’s request, the Buyer shall indemnify and keep indemnified the Seller in full against any and all Loss (including increased administration and legal costs on a full indemnity basis) suffered and/or incurred by the Seller as a result and shall also pay for the Goods as if delivered and/or performance had not been postponed.
6) RISK AND TITLE
a) Risk of damage to or loss of the Goods shall pass to the Buyer:
i) in the case of Goods to be delivered to the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
ii) in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller or its carrier has tendered delivery of the Goods.
b) Notwithstanding delivery and 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 full 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.
c) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and indentified as the Seller’s property. Until that time the Buyer shall be entitled to re-sell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds properly stored, protected and insured.
d) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the Goods are stored upon giving reasonable notice and repossess the Goods.
e) 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 monies owing by the Buyer to the Seller shall, without prejudice to any right or remedy of the Seller, forthwith become due and payable.
f) Nothing in this clause shall confer any right to the Buyer to return any Goods to the Seller unless otherwise agreed by the Seller.
7) BUYERS CLAIM
a) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods (whether or not delivery is refused by the Buyer) or non delivery of the whole or part of the Goods shall be notified to the Seller within forty-eight (48) hours of the delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
b) Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their non-delivery is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Sellers sole discretion refund the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
c) Any Goods to be returned to the Seller by virtue of this clause will be accepted for refund only if returned in the boxes in which they were originally supplied.
8) CREDIT LIMIT
a) The Seller may set a credit limit for the Buyer and any changes the Seller makes to the Buyer’s credit limit will be notified to the Buyer from time to time.
b) The Seller reserves the right to refuse to accept any Orders and/or to suspend delivery of any Goods if such Goods would result in the Buyer exceeding its credit limit or if the credit limit has already been exceeded.
a) Neither the Buyer nor the Seller shall use and/or disclose any confidential information which is acquired by it about the other party’s business and/or given by one party to the other party and/or generated by one party using the other party’s confidential information except in the proper performance of this Contract.
a) All design, packaging, text, graphics, the selection and arrangement thereof, and all other material are copyright of the Seller and its affiliates.
11) LIMITATION OF LIABILITY
a) The Seller’s total liability to the Buyer for Losses under this Contract shall not exceed the amount payable by the Buyer to the Seller in respect of the relevant Order to which the claim relates.
b) The Seller shall have no liability to the Buyer for the defective Goods, Goods not dispatched or Goods damaged or lost in transit unless the event is notified to the Seller within the appropriate time limits set out in this Contract.
c) The Seller shall have no liability to the Buyer for any: loss of profits; depletion of reputation and goodwill; pure economic losses; special damages; aggravated, punitive and/or exemplary damages; consequential and/or indirect losses; and/or interruption of business, loss of business, contracts and/or opportunity.
d) Except for the financial cap on liability which shall apply only once in respect of all types of Loss, each of the limitations and/or exclusions set out in this Contract shall be deemed to be repeated and apply as a separate provision for each of: Loss arising in contract (including fundamental breach); Loss arising in tort (including negligence); Loss arising as a result of or in connection with breach of statutory duty; and Loss arising as a result of or in connection with breach of common law and/or any other legal basis.
e) The Seller shall have no liability to the Buyer for Losses arising as a result of defective Goods to the extent the defect is caused or contributed to by the Buyer and/or by the Buyer’s continued use of defective Goods after the defect has become apparent or suspected or should reasonably have been apparent or suspected by the Buyer.
f) Subject as expressly provided in this Contract all warranties, conditions or other terms implied by statute of common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
g) Nothing in this Contract shall exclude or limit the Seller’s liability for death or personal injury caused by its own negligence, and liability for fraud or fraudulent misrepresentation or any other liability which the Seller is not permitted to exclude or limit as a matter of law.
12) TERMINATION OF CONTRACT
a) Either party may immediately terminate the Contract including any individual Orders by written notice if the other party:
i) fails to make any payment when due;
ii) is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation; or
iii) appears reasonably to the other party to be about to suffer any of the above events.
b) If the Seller has the right to terminate the Contract:
i) the Seller may withhold delivery of any undelivered Goods and stop any Goods in transit;
ii) the Seller may terminate the Buyer’s right to re-sell and retain possession of any Goods owned by the Seller;
iii) the Seller may enter the Buyer’s premises or any other premises where the Goods are or may be stored and may repossess and sell or dispose of any Goods owned by the Seller to discharge and sums owed by the Buyer to the Seller under the Contract or any other agreement with the Buyer; and
iv) all monies owed by the Buyer to the Seller shall immediately become payable.