EPA (Engineering Purchasing Agents) Limited
STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS
In this document the following words shall have the following meanings:
1.1 "Buyer" means the organisation or person who buys Goods from the Seller; 1.2 "Goods" means the articles to be supplied to the Buyer by the Seller; 1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable; 1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time; 1.5 "Seller" means EPA (Engineering Purchasing Agents) Limited, 16a South Road, Weston point, Runcorn, Cheshire, WA7 4EY
2.1 These Terms and 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 referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. 2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer. 3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller or otherwise as agreed in T&C’s of Seller’s supply agreement with Buyer. 3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England. 3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: 3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered; 3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; 3.4.3 terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Seller on the date specified by the Seller. 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract. 6.3 If the Buyer is unable to take delivery of the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
Risk in the Goods shall pass to the Buyer at the moment the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 12 months from the date of delivery, subject to the following conditions: 9.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent; 9.1.2 the defect being due to the faulty design, materials or workmanship of the Seller. 9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller. 9.3 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods and transportation cost, in the event that such price has already been paid. 9.4 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10. LIMITATION OF WARRANTY
10.1 In the event that the Buyer or his agent has modified the Goods in any way without full agreement from seller then the Warranty as per clause 9 and all items indicated in Clause 9 become void
11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to: 11.1.1 the correspondence of the Goods with any description; 11.1.2 the quality of the Goods; or 11.1.3 the fitness of the Goods for any purpose whatsoever. 11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to: 11.2.1 the correspondence of the Goods with any description; 11.2.2 the quality of the Goods; or 11.2.3 the fitness of the Goods for any purpose whatsoever. 11.3 No liability of any nature shall be incurred or accepted by the Seller where the goods have been modified in anyway by the buyer or his agent. 11.4 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
12. LIMITATION OF LIABILITY
12.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be