Ben Burgess
Terms & Conditions

DISTANCE SELLING CONDITIONS OF SALE

1. Definitions

1.1 'Buyer' means the person whose name and address appears in the box marked Buyer overleaf.
1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 'Delivery Date' means the date specified by the Seller when the goods are to be delivered being not later than three months from date of order.
1.4 'Goods'means the articles which the Buyer agrees to buy from the Seller and which are more particularly described in the box marked Goods overleaf.
1.5 'Price' means the price for the Goods including carriage, packing, insurance and all taxes and which is set out in the box marked Price overleaf/Seller website.
1.6 'Seller' means the person whose name and address appears in the box marked Seller overleaf.

2 Conditions applicable

2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3 The Price and payment

3.1 The Price shall be the price set out overleaf in the box marked Price/Sellers website and shall include packing, carriage, insurance and all taxes.

3.2 Payment for the whole of the Price must be received before the Goods can be delivered and time for payment shall be of the essence. The acceptance by the Seller of the order brings into operation a legally binding contract between the Seller and the Buyer and acceptance by the Seller shall occur on either the payment of cash to the Seller by the Buyer, the clearance of the Buyer's cheque by the Seller or the presentation and clearance of the Buyer's credit card.

3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Barclays Bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.

4 The Goods

4.1 The quantity and description of the Goods shall be as set out in the box marked Goods on the Sellers website and shall be supplied accordingly in accordance with all applicable British Standards which relate specifically to the Goods.

4.2 The Seller may from time to time make any changes in the specifications of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.

5 Warranties

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.

6 Delivery of the Goods

Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Delivery shall be deemed to have occurred when the delivery note is signed by or on behalf of the Buyer, or a delivery note following delivery is tendered for signature even if the same be not signed by or on behalf of the Buyer.

7 Acceptance of the Goods

The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer.

8 Passing of property and risk

8.1 The Goods shall be at the Buyer's risk as from delivery.

8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:

8.2.1 the Buyer shall have paid the Price plus VAT in full; and
8.2.2 no other sums whatever shall be due from the Buyer to the Seller.

8.3 Until property in the Goods passes to the Buyer in accordance with clause 0.2 the buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.

8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the
Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.

8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.

8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 0.4 shall cease.

8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

8.8 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

8.9 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9 This contract is subject to the law of England and Wales

10 Waiver

No waiver or forbearance by the Seller or Buyer (whether express or implied) in enforcing any of its rights under this contact shall prejudice its right to do so in the future.

11 Sub-contracting

The Seller shall not assign sub-contract licence or otherwise dispose of any part of its rights or obligations under this contract without the prior written consent of the Buyer.

12 Force Majeure

12.1 The Seller will not accept any liability where performance of its contractual obligations is prevented or affected due to a Force Majeure Event.

12.2 For the purpose of this contract Force Majeure Event shall mean (1) Acts of God, (ii) outbreak of hostilities, riot, civil disturbance, acts of terrorism, (iii) the act of any government authority (including refusal or revocation of any licence or consent), (iv) fire, lightning or explosion (v) power failure, failure of telecommunications lines, failure or breakdown of plant or machinery, (vi) default of suppliers or sub-contractors, (vii) theft, malicious damage, strike, lock-out or industrial action of any kind and (viii) any cause or circumstance whatsoever beyond reasonable control.

12.3 If the Seller seeks to rely on a Force Majeure Event, it will promptly notify the Buyer of the reason and will take reasonable steps to overcome the Force Majeure Event, but it may at its option terminate the contract and, if so doing, will immediately give the Buyer notice to that effect.

13 Seller's Cancellation Clause

The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

14 The Buyer may withdraw from the contract within seven working days of the date of the contract (being the date upon which the customer receives the goods) and shall be entitled to the return of any money paid as soon as practicable and in any event within 30 days of the day upon which notice of cancellation was given less any charge made by the Seller to the Buyer for the cost of returning the Goods to the Seller.

If the Buyer wished to cancel the contract within seven working days of delivery of the goods he shall communicate such wish to the Seller at Europa Way, Martineau Lane, Norwich, NR1 2EN and the Buyer shall comply with the following procedures:

a) He shall notify the Seller in writing of this requirement
b) He shall be entitled to the return of such money as he shall have paid under the contract less a reasonable charge to be made by the Seller to the Buyer for the return of the Goods which are returned.

15 The Seller shall provide the Buyer with a written form of this contract as soon as practicable and in good time once the contract has been made and in any event not later than the time of delivery of the goods.

16 Any complaints about the goods must be addressed to the Seller at Europa Way, Martineau Lane, Norwich as soon as such complaint arises.

17 The Seller provides after sales service in respect of the Goods upon its standard terms and conditions which are available on request from the Seller at Europa Way, Martineau Lane, Norwich.

18 Remedies in sale contract

a) Exclusion of liability for indirect loss

The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.

b) General limitation of Seller's Liability

In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.

c) Exclude liability for delay in delivery

18.1 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the goods (or any of them) promptly or at all.

18.2 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.

19 Intellectual Property

The specifications and designs of the Goods (including copyright design or other intellectual property) in them shall as between the parties be the property of the Seller. Where any designs or specifications have been provided by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of these designs or specifications for the manufacture processing assembly or supply of those Goods shall not infringe the rights of any third party.

20 Nothing in the contract or these conditions will operate to amend detract or adversely affect the Buyers statutory rights.

21 For the avoidance of doubt nothing in this contract is intended to confer on any third party any benefit or right to enforce any terms of the agreement.