Terms & Conditions
All references herein to “The Company”, “Seller” shall be deemed to mean Eurograph Computer Supplies Ltd. All references herein to “The Buyer” shall be deemed to mean anyone whether person or body or corporate who places an order with the Company for a product. The headings to these Conditions are for information only and shall not affect the construction or the interpretation thereof. Reference herein to “Products”, “Parts” is intended to include, but is not limited to, parts, accessories, assemblies and consumable items.
These Conditions apply to all sales of Goods and supplies of Services by the Seller to the Buyer to the exclusion of any other terms and conditions proposed by the Buyer unless their acceptance of such terms and conditions has been confirmed by a Director of the Seller to the Buyer in writing. No variation of these Conditions by the Seller’s employees, consultants or agents shall bind the Seller unless it is confirmed by the Seller in writing. The submission by the Company of a quotation does not constitute an offer and shall not bind the Company unless and until its acceptance by the Purchaser shall have been confirmed by the Company in writing. We reserve the right to change the specification of parts at any time without prior notice. We reserve the right to sub-contract the performance of all or any part of any Contract to which these Conditions apply. Any special terms granted in respect of any one order are not applicable to any subsequent order without the express consent in writing of an authorised officer of the company.
BASIS OF CONTRACT
The contract is accepted only upon the Buyer receiving a confirmation or on performance of the Order by the Seller, whichever is earlier. The Seller’s employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by the Seller in writing and the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations which are not so confirmed. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller. The Seller takes every precaution in the preparation of its brochures and other literature but these documents are for Buyer’s general guidance only and do not form part of the contract.
The price is as quoted in confirmation, excluding freight, packaging, VAT and any other tax or duties, each of which shall be payable by the Buyer. The Seller may increase the Price if, during the period between the Confirmation and Delivery, the Seller is adversely affected by factors beyond its reasonable control (including, without limitation, changes to the prevailing sterling exchange rate, taxes or duties, the costs of labour or materials or other manufacturing costs). The Buyer shall have the right to cancel the Contract within 3 working days of receipt of written notification of such increase from the Seller. The Seller may increase the Price to cover any reasonable costs which it incurs as a result of any changes requested by the Buyer or any inaccurate advice or instructions given by the Buyer in connection with the manufacture or supply of the Goods or Services or tooling therefore.
Payment for the Goods or Services shall, unless otherwise agreed in writing, be made in full without any deduction or set-off on receipt of the Seller’s invoices. The Seller reserves the right to accept Bills of Exchange and Letters of Credit as a means of payment hereunder but such instruments are accepted without liability on the part of the Seller for making the due protestation. Collection expenses and bank charges (“Charges”) relating to any means of payment accepted by the Seller shall be paid by the Buyer. Such Charges shall be included in the relevant invoice or invoiced separately whichever is appropriate. Any extension of credit allowed to the Buyer may be changed or withdrawn at any time and the Seller reserves the right to require immediate payment. If the Buyer fails to make any payment on the due date then,without prejudice to any other right or remedy available to it, the Seller shall be entitled to exercise its statutory right to claim interest and compensation for debt recovery costs from the Buyer under the Late Payment of Commercial Debts (Interest) Act 1998 as amended. The Seller may require full of partial payment of the Price prior to Delivery of the provision of security for payment by the Buyer in a form acceptable to the Seller. Unless specifically instructed in writing by the Buyer at the time of payment, the Seller may appropriate payments to the outstanding invoices at its discretion. All payments made in accordance with the Contract (including, without limitation, deposits, stage payments, milestone and interim payments) shall be non-refundable.
Goods delivered by us will remain our property until we have been paid in full for the item concerned. We will be entitled to insure goods, at your expense, if we have not been paid for them if we believe they are inadequately insured.
Delivery shall be made to the Buyer’s premises or to such place as may be agreed in writing between the Buyer and the Seller. Unless specific written instructions have been given by the Buyer, the method of Delivery shall always be at the Seller’s discretion. Any dates quoted for Delivery are approximate only and the Seller shall not be liable for any reasonable delay in Delivery howsoever caused. Time for Delivery shall not be of the essence (unless previously agreed by the Seller in writing). In the event that the Seller fails to deliver the Goods or Services within a reasonable time from the Delivery date, the Seller’s liability to the Buyer will be limited to the reasonable costs incurred by the Buyer in connection with the Seller’s failure to deliver which shall not exceed the Price. If the Buyer specifies in the Order that Goods are to be delivered “as and when required” it shall be obliged to request Delivery within 3 months of the Confirmation. If it fails to do so, the Seller may by written notice (at its option) either (a) cancel the undelivered part of the Order; or (b) arrange Delivery and invoice the Buyer for the Goods. If the Buyer refuses or fails to take Delivery in accordance with the Contract then, without prejudice to any other right or remedy available to the Seller, the Seller may: (a) require immediate payment in full for the Goods; (b) store the Goods until actual Delivery at the risk of the Buyer and charge the Buyer for the reasonable costs of storage and any additional costs incurred as a result of such refusal or failure; and (c) after a period of 3 months from the date upon which the Price became payable, dispose of the Goods in such a manner as the Seller may determine. Unless otherwise expressly agreed, the Seller may effect Delivery in one or more instalments, and each such instalment shall be treated as a separate Contract.
We will make good by repair or replacement any material defects in products supplied by us caused by faulty design, inferior materials or poor workmanship of which we receive notice within 12 months from the delivery. Replacement Goods will be warranted against such defects up to the expiry date of the original warranty period for the Goods replaced but with a minimum of 3 months from the supply. You must notify us promptly of any defect of which you become aware within the terms of the above warranty. Items replaced will be our property. The above warranty will not apply to any defects caused by misuse, neglect, accidental damage, tampering or environmental conditions. It will also not apply if Goods have been altered or subjected to unusual stress
INDUSTRIAL PROPERTY RIGHTS
All brand names and trade marks are the properties of their respective holders and mentioned in any of the literature are for descriptive purpose only. We are not associated with any printer or original printing supplies manufacturer. None of the documents supplied by us may be duplicated or supplied to any third party without our approval and must be returned to us if we so request. No trade mark, patent details, copyright notice or similar markings may be removed from any Goods or documents supplied by us.
RETURNS AND CREIDTS
Products may not be returned to the Company except with the prior written consent of an authorised officer of the Company and such return shall be subject to payment by the Buyer of handling and restocking charges, transport and all other costs incurred by the Company. Returns will not be credited without the Seller’s prior written consent. This shall be equal to the invoice or the price applying at the time of return,whichever is lower. If the Goods are not returned in good condition the cost of remedial work will be deducted from the credit.
The Seller shall not be liable to the Buyer for any loss or damage suffered by the Buyer as a direct or indirect result of the supply of the Goods or Services being prevented, hindered, delayed or rendered uneconomic by reason of circumstances beyond the Seller’s reasonable control (including but not limited to strike, lockout, trade dispute or labour disturbance).
We reserve the right to terminate or suspend performance of any contract with you, without prejudice to our other rights, if you are in breach of these terms or if you become bankrupt or insolvent or go into liquidation, administration or receivership. On termination, all software and technical documents must be returned to us.
We will not in any circumstances be liable for any indirect, consequential, economic or special losses or damages or loss of profits resulting from our supply, or failure to supply goods or resulting from any defect in any goods supplied by us. Our liability for any breach of these terms (other than for death or personal injury caused by our negligence) will not exceed the amount payable by you for the order or orders in relation to which the breach occurred.
These terms and contracts made on these terms will be governed by English law and the English courts will have non-exclusive jurisdiction.