Better Returns Ltd
Standard Terms and Conditions of Sale

1.1 DEFINITIONS AND INTERPRETATION

“Affiliate” includes any subsidiary or holding company of the Seller and each and any subsidiary of a holding company of the Seller, any business entity from time to time controlling, controlled by, or under common control with the Seller;

“Buyer” means the person whose order for the Goods is accepted by the Seller;

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) and includes any special terms and conditions agreed in writing between the Buyer and the Seller;

“Contract” means these Conditions for the purchase and sale of the Goods and, if applicable, any further supplemental terms (as advised by the company from time to time);

“CWO” means Cash With Order;

“Data Protection Legislation” means:

to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data;

“DOA” means Defective or Dead on Arrival;

“End User” means the Buyer’s end customer;

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law;
“Goods” means the Goods (including any instalment of the Goods or any parts for them and which, for the avoidance of doubt, may include any services offered and supplied by the Seller) which the Seller is to supply in accordance with these Conditions;

“Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce 2010 as in force when the contract is made;

“MOV” means Minimum Order Value;

“NFF” means No Fault Found;

“Seller” means Better Returns Ltd registered company number 10245247. The Seller’s registered VAT number is GB243700532;

“Third Party” means a third party who provides Services on the Seller’s behalf but is not controlled by the Seller;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“Website” means the Seller’s internet website, accessed through the addresses of www.betterreturns.co;

“Writing” means email, letter, facsimile transmission and any other comparable means of communication, and “written” shall be construed accordingly.
1.2 Words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies’ corporate, unincorporated associations and partnerships.
1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.4 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF SALE

2.1 Unless otherwise agreed it is a condition precedent of the Contract that the Buyer is or is acting solely on behalf of a commercial entity (which may include sole traders and partnerships), and the Buyer represents and warrants that he is or is acting solely on behalf of a such a commercial entity.

2.2 To order Goods a Buyer must be at least 18 years of age.

2.3 Goods are presented as an invitation.

2.4 English is the only language offered for the conclusion of this contract with a Buyer.

2.5 The Seller will treat each order for Goods as an offer by the Buyer to purchase the Goods on the terms set forth in these Conditions subject to the Seller’s acceptance or rejection of such offer.

2.6 The Buyer is advised to read these Conditions carefully and retain a copy for future reference. The Buyer’s submission of an order indicates the Buyer’s acceptance of these Conditions as the exclusive terms of the Contract.

2.7 The Buyer is advised to review the Conditions prior to placing each order as the Seller may modify the Conditions from time to time. The version of the Conditions posted on the Website at the time that the Buyer places an order will apply to that order unless otherwise agreed in a writing signed by duly authorised representatives of the Buyer and Seller respectively.

2.8 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.9 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.10 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller either in hard copy or any electronic medium shall be subject to correction without any liability on the part of the Seller. The Seller shall take all reasonable steps to bring any such correction to the Buyer’s attention.

2.11 The Seller will retain an electronic and paper copy of these Conditions and of each order accepted by the Seller in either electronic or paper form for a minimum of two (2) years after receipt of such order.

3. ORDER ACCEPTANCE

3.1 Subject to any special terms agreed in writing between the Buyer and the Seller, all orders submitted to the Seller by the Buyer for Goods shall constitute an offer to the Seller, under the terms and conditions of this Contract, subject to availability of the Goods and acceptance of the order by the Seller’s authorised representatives.

3.2 All orders are accepted and the Goods supplied subject to the express terms and conditions of the Contract only. The Seller may at any time amend these Conditions in accordance with clause 2.7 and/or the Contract, unless otherwise agreed in a writing signed by duly authorised representatives of the Buyer and Seller respectively. Any amended Contract shall apply to any orders placed by the Buyer, and the Seller’s acceptance of an order shall be deemed to incorporate the amended Conditions and/or supplemental terms.

3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any and all necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation.

3.6 No binding Contract shall be created until the Seller has expressly accepted the order submitted by the Buyer in writing or made delivery or part delivery of the Goods (whichever occurs earlier).

3.7 The Seller reserves the right to introduce a Minimum Order Value (“MOV”).

3.8 IT IS AGREED THAT THESE CONDITIONS (OR ANY AMENDMENTS TO THEM MADE IN ACCORDANCE WITH THESE CONDITIONS) SHALL ALWAYS PREVAIL OVER THE BUYER’S TERMS AND CONDITIONS OF PURCHASE. ACCEPTANCE OF THE BUYER’S ORDER IS NOT ACCEPTANCE OF THE BUYER’S TERMS AND CONDITIONS.

3.9 Without prejudice to the generality of the foregoing any particular purpose for which the Buyer proposes to use the Goods shall be deemed not to be known by or have been made known to the Seller unless specifically recorded in a schedule signed by one of the Seller’s directors. The Buyer hereby acknowledges that any purpose stated in such schedule shall be deemed to have been specified by the Buyer.

4. PRICE

4.1 The price of the Goods shall be the Seller’s price as quoted to the Buyer by means of written communication either in paper or electronic mediums.

4.2 Any quotes given are time sensitive and cannot be guaranteed.

4.3 The Seller reserves the right, by giving notice to the Buyer at any time before despatch, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.4 Quoted prices are exclusive of any applicable Value Added Tax (VAT), unless stated transport costs (including but not limited to export or import costs as may be applicable), packaging and insurance costs which the Buyer shall be liable to pay.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after acceptance of an order.

5.2 Unless otherwise agreed in writing between the Seller and the Buyer, all orders are on a “Cash with Order” (“CWO”) basis. Full payment is required prior to any work being undertaken on the order and is subject to confirmation of clearance of funds by the Buyer’s Bank or Credit Card Provider.

5.3 Where orders are not made on a CWO basis, the Buyer undertakes to notify the Seller without delay of any material change in its finances, structure, share ownership and/or value of assets which may affect the Buyer’s credit status. In addition to any remedy available at law, failure to report any such changes may result in full payment for the Goods becoming immediately due.

5.4 The Buyer (where orders are not payable on a CWO basis) shall pay the invoice in full within the due date stated on the Seller’s invoice, 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.

5.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.5.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.5.2 demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from the Buyer;
5.5.3 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);
5.5.4 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of five percent (5%) per annum above Lloyds Bank PLC’s base rate from time to time, until payment in full is made. Additionally, if debt collection proceedings are instated for settlement of any invoices, the Seller reserves the right to levy a 5% collection charge; and/or
5.5.5 by itself, its servants or agents, enter upon any of the Buyer’s premises for the purpose of removing and repossessing such Goods or their proceeds of sale.

5.6 The Seller reserves the right to charge an administration fee on credit card transactions. The Buyer shall be informed of this charge at point of payment.

5.7 The Buyer must notify the Seller in writing within seven (7) days of the date of invoice of any errors within the invoice. Failure will result in the Seller assuming the Buyer’s acceptance of the invoice in full.

5.8 The Buyer shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

5.9 The Seller may at any time, without notice to the Buyer, set-off any liability of the Buyer to the Seller against any Liability of the Seller to the Buyer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Seller may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Seller of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise. If Goods are delivered in instalments the Seller shall be entitled to invoice each instalment upon despatch thereof.

5.10 If Goods are delivered in instalments the Seller shall be entitled to invoice each instalment upon despatch thereof.

5.11 Payment shall be in pounds sterling unless otherwise agreed in writing signed by the Seller’s authorised representative.

5.12 The Buyer warrants that it will notify the Seller if its VAT registration is amended in any way.

5.13 The Seller reserves the right to issue and send to the Buyer all invoices, credit notes or any other company documentation in electronic format and the Buyer accepts to receive such documentation electronically.

6. INSOLVENCY OF THE BUYER

6.1 This clause applies if:

6.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
6.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
6.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
6.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

6.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and if any of the Goods have not been delivered the Seller may 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 Contract or charge the Buyer for any shortfall below the price under the contract.

7. TITLE RETENTION

7.1 Title of the Goods shall not pass to the Buyer until the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.1.2 The Buyer shall store the Goods in such a way that they can be readily identified as being the Seller’s property.
7.1.3 The Buyer may sell the Goods in the normal course of its business and may pass good title to its End Users, being a bona fide purchase without notice of the Seller’s rights on the following conditions:
7.1.3.1 The Seller shall be entitled, immediately as a result of its ownership of the Goods, to the beneficial ownership of the proceeds of such sale which the Buyer shall accordingly hold as fiduciary for the Seller;
7.1.3.2 At any time the Seller may revoke the Buyer’s said power of sale in the circumstances set out in Clause 7.1 of these Conditions;
7.1.3.3 The Buyer shall notify the Seller without delay of any attachment of the Goods or actions by third parties which might infringe our title to the Goods.
7.1.4 Upon determination of the Buyer’s power of sale, the Seller shall be entitled by itself, its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such Goods or their proceeds of sale in the event of the Buyer’s insolvency.

7.2 Nothing in these Conditions shall:

7.2.1 entitle the Buyer to return the Goods or to delay payment thereof (except where expressly stated otherwise in these Conditions); or
7.2.2 constitute or be deemed to have constituted the Buyer as the seller’s agent; or
7.2.3 render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the Goods.

8. LIEN

8.1 The Seller retains a general lien on any of the Goods in the Buyer’s possession for any unpaid balance the Buyer may owe to the Seller. The Seller shall be entitled to sell such goods in the event that payment is not made in full by the due date for payment. The proceeds of sale may be taken by the Seller and used to off-set monies owed to it by the Buyer.

9. WARRANTIES

9.1 The Seller warrants that it has good title to or licence to supply all Goods to the Buyer. The Buyer acknowledges and accepts that, except where agreed otherwise in writing between the Seller and the Buyer, the Goods shall be manufactured by a third party manufacturer and the sole warranty provided for the Goods is any manufacturer’s warranty.

9.2 If any Goods should prove defective in materials or workmanship under normal operation or service, such Goods will be repaired or replaced only in accordance with the warranty cover or terms stipulated by the manufacturer of the Goods PROVIDED THAT no unauthorised modifications to the Product or to the system of which the Goods forms part have taken place. The Seller is not responsible for the cost of labour or other expenses incurred in the repairing or replacing of defective or nonconforming parts and in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenue, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.

9.3 The Seller’s sole obligation in the event of “Dead on Arrival” or “Defective on Arrival” (“DOA”) Goods (which for the avoidance of doubt shall not include DAMAGED IN TRANSIT Goods as set out in clause 11.2) and which can be attributed to the original manufacturer of the Goods and which have been purchased from the Seller shall be to pass on to the Buyer (in so far as possible) the benefit of any rights or remedies afforded it by the manufacturer (or those of their Third Party Representatives or Service Agents) to exchange the faulty Goods for new within the DOA periods (if any) by the relevant manufacturer.

9.4 Where necessary, the Buyer agrees to deal directly with the manufacturer (or their Third Party Representatives or Service Agents) of the Goods, to conclude the matter as stipulated in the manufacturer’s terms and conditions.

9.5 Where the Goods are found to be defective and on the condition that the Buyer has fully complied with their obligations under clause 9.6, the Seller shall:

9.5.1 raise an invoice on the Buyer’s account for the same Goods (if requested by the Buyer to do so) at the same price the Buyer was originally invoiced at; and
9.5.2 arrange for the despatch of the replacement Goods at the Seller’s or the manufacturer’s expense to the original delivery address.

9.6 It is the responsibility of the Buyer to return the allegedly defective Goods to the Seller or the Manufacturer (as instructed by either the Seller or the Manufacturer) at the Buyer’s expense and risk. The Buyer shall ensure that the Goods are:

9.6.1 properly packed in the original, undefaced manufacturers packaging, protected and suitable for transportation; and
9.6.2 returned with all standard manufacturer accessories (including literature, whether paper or electronic).

9.7 The Seller accepts no liability whatsoever for any goods not authorised for return and which may be returned in error by the Buyer or an End User.

9.8 The Seller reserves the right to test all Goods returned to it under warranty as set out in clauses 9.1 and 9.3 and it is agreed between both parties that:

9.8.1 On receipt of the expected Goods and where a genuine fault exists, the Seller, in the event that such price shall already have been paid by the Buyer to the Seller, or, if such price has not been paid, may decide to relieve the Buyer of all obligation to pay the sum by issuance of a credit note in favour of the Buyer in the amount of such price within twenty eight (28) days of receipt of the expected Goods, or earlier at its absolute discretion. The Buyer shall not offset or withhold payment (full or in part) of any monies owed to the Seller as set out in clause 5.8.
9.8.2 Goods tested and deemed to be “No Fault Found” (NFF) will be rejected. No credit note shall be issued and the Buyer shall (at their sole expense and risk) have twenty eight (28) days to arrange collection from the Seller or the manufacturer’s premises.
9.8.3 Goods not collected after twenty eight days shall be disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2006 and any costs involved in doing so shall be passed to the Buyer.

9.9 Where available, the details of the manufacturer’s DOA and Warranty guidelines shall be made available to the Buyer (on request) along with copies of any relevant product information sheets, technical data sheets or product leaflets issued by the manufacturer, which may be in paper or electronic mediums.

9.10 The Seller’s liability under this entire clause 9 shall be to the exclusion of all other liability to the Buyer whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and subject to Conditions 9.1, 9.2, 9.3, 9.5, 11.2 and 11.3 all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.

9.11 Except as specifically set out in this clause 9, the Seller disclaims and excludes all other warranties, whether express or implied, by statute or otherwise, including but not limited to the warranties of description, design, satisfactory quality and fitness for a particular purpose, or arising from any previous course of dealing, usage or trade practice.

9.12 If and to the extent that sections 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 apply to the Contract, no provision of the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Contract by section 13(3) of the Sale of Goods Act 1979, or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract.

9.13 If and to the extent that section 2(1) of the Unfair Contract Terms Act 1977 applies to the Contract nothing in the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused by reason of the negligence of the Seller or of its servants, employees or agents.

9.14 The Goods are not intended for sale by the Seller direct to any consumer. Notwithstanding the foregoing, if any sale by the Seller is deemed to fall under the Sale of Goods Act (1979) the statutory rights of the Buyer are not affected by these Conditions.

9.15 The above warranties apply to any replacement Goods.

10. RISK and DELIVERY

10.1 Risk in the Goods shall pass to the Buyer at the time the Goods are made available for collection by the Buyer at the Sellers premises or when the Goods are delivered to the agreed address according to the terms of this Contract (as applicable).

10.2 Any dates and times quoted for delivery of the Goods are expected dates and times only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. It is agreed that time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller or the manufacturer in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

10.3 Deliveries are normally made to the delivery address unless alternative arrangements have been agreed and accepted in advance between both parties. Any departure from this condition may lead to additional charges which the Buyer agrees to pay in full.

10.3.1 The Buyer must make all arrangements necessary to take delivery of the Goods when the Seller or the manufacturer delivers them, including providing labour and suitable unloading equipment for the unloading of delivered Goods. In the event that the Buyer asks for, and the delivery driver(s) agree to assist in offloading or to provide any other assistance not previously agreed between the Seller and the Buyer, the Buyer accepts that any subsequent claims for (but not limited to) damages, loss (including loss of profit) or injury shall not involve the Seller.
10.3.2 The Seller and/or the manufacturer shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery and who signs a note in respect of the Goods on behalf of the Buyer (if the Seller and/or the manufacturer has agreed to deliver direct) does in fact have the authority to do so.

10.4 If the Buyer does not accept delivery of Goods, or the Seller or the manufacturer is unable to deliver, or is delayed in delivering Goods because of the Buyer’s actions or omissions, then the Seller may charge the Buyer who will be liable to pay the Seller for all costs incurred as a result.

10.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller or the manufacturer to deliver any one or more of the instalments in accordance with these Conditions, or any claim brought by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

10.6 If the Seller or the manufacturer 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 Seller’s liability shall be limited to;

10.6.1 replacing those Goods not delivered; or
10.6.2 issuing a credit note equal to the value (net of VAT) over the price of the Goods not delivered.
10.6.3 the Seller shall not be liable for any consequential loss including (but not limited to) loss of profit.

10.7 If the Buyer fails to take delivery of the Goods, or fails to give the Seller or the manufacturer 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 Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

10.7.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including but not limited to storage, re-delivery and Insurance of the Goods); or
10.7.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable costs including the aforementioned storage, re-delivery and insurance costs and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

10.8 At the time of delivery the Buyer must check that the quantity of Goods matches the quantity detailed on the Proof of Delivery (“POD”) and that the external packaging of the Goods is in good condition and has not been tampered with or damaged (this applies to any palletised or larger deliveries which may have been shrink or black wrapped.) Any discrepancies found upon delivery must be reported to the Seller immediately.

10.9 Where visible external damage is apparent at the time of delivery the Buyer must either refuse the Goods or annotate the POD clearly with the word “DAMAGED”. The Buyer must not sign the POD “unchecked”, “unexamined” or any such similar wording. The Buyer acknowledges that failure to comply with this clause shall void the Seller’s liability to either replace or issue a credit note at the price paid by the Buyer for any such damaged Goods.

10.10 The Buyer must notify the Seller of any over shipments no later than two (2) days from the date of delivery and agrees that failure to do so shall be deemed to be acceptance of the Goods and an invoice shall be raised accordingly by the Seller to the Buyer for the over shipped Goods subject to the condition of Section 30 (3) of the Sales of Goods Act 1979.

10.11 The Buyer must notify the Seller of under shipments or missing Goods no later than two (2) days from the date of delivery and agrees that failure to do so shall be deemed to be receipt of all Goods as indicated on the Delivery Note.

10.12 It is the Buyer’s responsibility to notify the Seller of any incorrect or defective Goods supplied within two (2) days of delivery. If the Goods are not what the Buyer has ordered, the Buyer must not deface or open the manufacturer’s packaging or use the Goods. The Buyer agrees that failure to adhere to these Conditions shall be deemed to be acceptance of the Goods and any and all monies owed relating to the Goods shall be due from the Buyer to the Seller.

10.13 A signed POD by or on behalf of the Buyer shall be conclusive evidence of delivery and (except where any damage or discrepancy is noted on the POD) that it was received in good order and condition and accordingly no claims shall be brought to the Seller in respect of the delivery claiming the contrary.

10.15 If the Seller and/or the manufacturer delivers up to and including 10% more or less than the quantity of Goods ordered the Buyer may not reject them, but on receipt of notice from the Buyer that the wrong quantity of Goods was delivered, the Seller shall make a pro rata adjustment to the invoice for the Goods.

11. TRANSIT LOSS and DAMAGE

11.1 No Goods shall be deemed to be ‘Lost in Transit’ until 10 days after the estimated delivery date for the Goods given by the Seller has expired, and the Seller’s subsequent investigations of such claims have concluded that the Goods are (or are deemed to be) lost irrevocably. For the avoidance of doubt, where delivery has been made, and where the Buyer has signed the POD as receiving all Goods, the Buyer must notify the Seller of any shortage no later than two (2) days after delivery in accordance with clause 10.11.

11.2 Any claims brought against the Seller by the Buyer relating to “Damages in Transit” shall only be accepted where the Buyer or End User has annotated the POD with the word “DAMAGED” in accordance with clause 10.9 and having done so, has subsequently refused acceptance of the damaged Goods or, having accepted them, is storing the Goods safely at the delivery address as detailed on the invoice to avoid further damage arising.

11.3 The Seller’s sole liability in the event of proven loss or damage will be limited to, at the Seller’s discretion, either;

11.3.1 replacing the Goods with Goods of the same or similar specification and at the value equal to the invoice price paid by the Buyer (if requested by the Buyer to do so); or
11.3.2 Issuance of a credit note to the Buyer at the invoice price paid for the lost or damaged Goods including any applicable carriage charges which the Buyer may have paid.

11.4 Credit notes issued by the Seller to the Buyer for Lost in Transit Goods may be reversed if after twenty eight (28) days from issuance it is established that the Goods have been delivered and full payment for the Goods shall be payable by the Buyer.

12. RETURNS

12.1 With the exception of allegedly defective or Goods allegedly damaged in transit as specified in clauses 9.2, 9.3 and/or 10.9, the Seller shall not accept any returns requests. This applies to single and multi goods. The only exception shall be in the event of a proven error by the Seller, in which event the Seller’s sole liability shall be to, at the Seller’s discretion, either issue a credit note to the Buyer for the price paid for the Goods in question or provide replacement Goods. The Seller may (at their sole discretion) allow the Buyer to keep the Goods and issue the credit note without the need for the return of such Goods.

12.2 Where the Goods are to be returned, it is the responsibility of the Buyer to return the Goods to the Seller or the Manufacturer (as instructed by either the Seller or the Manufacturer) at the Buyer’s expense and risk. The Buyer shall ensure that the Goods are:

12.2.1 properly packed in the original, undefaced manufacturers packaging, protected and suitable for transportation; and
12.2.2 returned with all standard manufacturer accessories (including literature, whether paper or electronic).

12.3 Upon receipt of the Goods at the Seller’s or the manufacturer’s premises and that said Goods are in the condition as set out in clause 12.2 the Seller shall issue a credit note to the Buyer equal to the original invoice value paid by the Buyer for the Goods (net of VAT) or provide a replacement for the Goods. Goods which do not meet the criteria shall result in the return being rejected, no credit note shall be issued and the Buyer shall (at their sole expense and risk) have twenty eight (28) days to arrange collection from the Seller’s and/or the manufacturer’s premises. Goods not collected after twenty eight days shall be disposed of in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2006 and any costs involved in doing so shall be passed to the Buyer.

13. EXPORT TERMS

13.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce (ICC) 2010 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, the latter shall prevail.

13.2 Where Goods are supplied for export, the provisions of this clause 13 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

13.3 The Buyer shall be solely responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and to clear the Goods for import, pay any import duty and carry out any import customs formalities.

13.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be Delivered at Place (DAP) as defined in (Incoterms 2010) basis.

14. SPECIFICATION OF GOODS

14.1 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s literature or on its Website are issued or published for the sole purpose of giving the Buyer a general idea of the Seller’s goods. Although the Seller makes every effort to ensure that information about the Goods is correct, sometimes it may be incomplete, out of date or inaccurate. In particular, some details, such as colour and dimensions, may not be a true representation and subject to change without notice.

14.2 The Seller will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data of the Goods.

14.3 The Seller will not be responsible for any loss or damage resulting from curtailment or cessation of supply of Goods following any variation as described in clause 14.1 and 14.5 of this Contract.

14.4 The Seller will use its reasonable endeavours to advise the Buyer of any such impending variation as soon as it receives any such notice thereof from the manufacturer.

14.5 Unless otherwise agreed, the Goods are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified.

14.6 The Seller reserves the right to increase its quoted or listed prices, or to charge accordingly in respect of any orders accepted for Goods.

15. THIRD PARTY PROVIDER

15.1 The Seller’s Third Party providers (which include but are not limited to manufacturers, suppliers, couriers and warehousing) provide services on behalf of the Seller however the Buyer acknowledges that the Third Party provider is a third party, which the Seller does not control.

15.2 The Seller makes no representation, guarantee or warranty about any Third Party provider.

16. INSOLVENCY OF A THIRD PARTY PROVIDER

16.1 If a Third Party provider enters into any type of insolvency, administration, receivership, liquidation, creditor arrangement or becomes the subject of winding up proceedings (“Insolvency Event”) the Seller may terminate or temporarily suspend the provision of the Services.

16.2 If the Seller suspends the provision of the Services it shall use reasonable endeavours to engage a new service provider on materially similar terms in a reasonable period.

17. HEALTH AND SAFETY

The Buyer is solely responsible for ensuring the Goods are fit and safe for use and that they comply with any local laws, rules or regulations in the country of the Buyer and/or the End-User.

18. CONFIDENTIALITY

18.1 The Buyer and the Seller each undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.

18.2 Each of the Buyer and the Seller may disclose the other party’s confidential information:

18.2.1 to its employees, officers, representatives, contractors, subcontractors, Third Parties or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, Third Parties or advisers to whom it discloses the other party’s confidential information comply with this clause 18.2; and
18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 Neither the Buyer nor the Seller shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

18.4 For the purpose of verifying the Buyer’s financial standing the Seller reserves the right to obtain information on the Buyer’s creditworthiness from credit agencies or credit insurers and to report such data to them. The Buyer expressly consents and agrees that the Seller may make such enquiries and searches and obtain such references as it considers necessary from credit reference agencies or credit insurers (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Buyer to any credit reference agency or to any other Affiliate of which it is a member.

19. PROTECTION OF THE SELLER’S “KNOW HOW”

19.1 The Buyer, subject as hereinafter provided, shall be responsible for keeping and procuring to be kept secret and confidential all information (hereinafter referred to as “the Know-How”) supplied by the Seller of a secret or confidential nature provided that the Seller shall first have given notice in writing to the Buyer of the secret or confidential nature of such information before so supplying it.

19.2 The obligations under this Paragraph shall cease within six months of the publication by the Seller or any third party of information comprising or being part of the Know-How to the extent of such publication, or of agreement by the Seller that such information or part thereof is in the public domain.

20. INTELLECTUAL PROPERTY

20.1 The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in their original or translated form by the Buyer without the seller’s written consent for any purpose other than that for which they were furnished.

20.2 The Seller accepts no responsibility for the accuracy of drawings, patterns or specifications supplied by the Buyer. The Buyer shall indemnify the Seller against all claims whatsoever for damages and costs and against all liability in respect of any infringement of patent or other intellectual property rights resulting from compliance with the Buyer’s instructions express or implied and the Buyer will indemnify the Seller against any liability in respect thereof and shall pay all costs and expenses which may be incurred by the Seller in reference to any such claim. The indemnity shall extend to any amount paid on a lawyer’s advice in respect of any such claim.

21. GENERAL

21.1 The Seller reserves the right to subcontract the fulfilment of the Contract (including any installation) or any part thereof.

21.2 The Buyer shall not assign any rights under this agreement without the prior consent in writing of one of the Seller’s directors.

21.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

21.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

21.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

21.6 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including noncontractual disputes or claims) however nothing in this clause shall limit the right of the Seller to take proceedings against the Buyer in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdiction preclude the Seller from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

22. DATA PROTECTION

22.1 Each of the Seller and the Buyer shall fully comply with their obligations under the Data Protection Legislation.

23. BRIBERY ACT 2010

23.1 The Buyer acknowledges and understands its legal and moral obligations as detailed in the Bribery Act 2010.

23.2 The Buyer has an active Anti-Bribery and Corruption Policy in place which reflects its zero tolerance approach to acts of bribery and which has been fully trained out to all staff of the Buyer who understand the ramifications of the Act and how it should influence their behaviour in their dealings with the Seller.

23.3 The Buyer understands that acceptance of the Seller’s Conditions is acceptance of the Seller’s own Anti-Bribery Policy (a copy of which can be provided on request.)

24. FORCE MAJEURE

24.1 The Seller shall not be under any liability for any failure to perform any of its obligations under the order due to Force Majeure. Following notification by the Seller to the Buyer of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations and include (but are not limited to) the following from a non exhaustive list of events such as:

• act of God, explosion, flood, tempest, fire or accident;
• war or threat of war, terrorist atrocities, sabotage, insurrection, civil disturbance or requisition;
• acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
• import or export regulations or embargoes;
• strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
• difficulties in obtaining raw materials, labour, fuel, parts or machinery;
• power failure or breakdown in machinery;
• non-performance by suppliers or Service Providers undergoing an Insolvency Event;
• unforeseeable shortages in the availability of personnel caused by epidemic or pandemic;
• economic recession.