1 Definitions & Interpretation
1.1 In these Conditions, the following words shall have the following meanings:
“Buyer” means the person(s), firm or company who purchases the Goods from the Seller;
“Seller” means EPI having its registered office at 20 Upland Avenue, Worthing BN13 3AE.
“Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
“Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them); and
“Order Form” means the Seller’s standard order form for Goods, or email or order form received from the Buyer.
1.2 In these Conditions, references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.3 In these Conditions, headings will not affect the construction of these Conditions.
2 Application of Terms
2.1 The Contract will be on these Standard Terms and Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). These Conditions shall not be modified without the written agreement of the Seller and in order that the Contract shall be a complete statement of the agreement between the parties with regard to the supply of goods and services by the Seller the Buyer must ensure that any representation or instruction upon which it wishes to rely has been accepted by the Seller in writing.
2.2 Each order for Goods by the Buyer from the Seller shall be on an Order Form and shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.3 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.
2.4 Any quotation is given by the Seller on the basis that no Contract shall come into existence until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
3 Price & Payment
3.1 The contract price excludes Value Added Tax, or any other tax or duty payable, the amount of such taxes or duties shall be added to the contract price and shall be payable by the Buyer
3.2 The price for the Goods (including delivery) shall be the price set out in the Seller’s invoice published on the date of delivery.
3.3 Payment of the price for the Goods is due within 30 days of the date of delivery of the Goods unless otherwise agreed between the Seller and the Buyer.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to charge interest on the outstanding amount from the due date at the rate of [3]% of the base lending rate of the Bank of England accruing on a daily basis until payment is made.
3.5 Without prejudice to any other remedy which the Seller may have in the event of the Buyer cancelling the contract the Seller shall be entitled to charge the Buyer for all expenses incurred by the Seller in respect of such contract to the date of cancellation and any loss of profit arising by reason of the cancellation of such contract.
4 Specifications/Proofs
4.1 The Buyer shall be responsible for ensuring that any artwork, sketches, specifications, descriptions or information or other instructions supplied by the Buyer or by any agent or representative of the Buyer in connection with the manufacture or sale of any goods are accurate unambiguous and clearly legible and meet the Buyer’s requirements, and the Buyer shall indemnify and hold the Seller harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by the Seller by reason of or arising directly or indirectly out of any claim in respect of any inaccuracy, ambiguity or illegibility in respect of any such artwork, sketches, specifications, descriptions or information or otherwise in relation thereto.
4.2 The Seller holds no liability for incorrectly identifying label samples supplied by the Buyer, and reserves the right to supply alternative materials which may be deemed fit for the application. It is the responsibility of the Buyer from the outset to ensure that samples provided by the Seller are suitable for the Buyer’s requirements.
4.3 When an order has been issued to the Seller, it is the responsibility of the Buyer to ensure that all aspects are correct, including quantities, part numbers, physical attributes and delivery address. If the Buyer fails to inform the Seller in writing, of any discrepancies on the order by close of business on the day the order is made then the Seller holds no liability for errors or inaccuracies relating to the order.
4.4 Proofs or work may be submitted to the Buyer for approval and the Seller shall incur no liability for any errors not corrected by the Buyer in proofs so submitted. The Buyer’s alterations and additional proofs necessitated thereby, and all other works carried out at the Buyer’s request may incur additional charges. When style, type or layout is left to the Seller’s judgement changes thereafter made by the Buyer may incur additional charges. A charge may also be made to cover any additional work involved where the Buyer’s copy supplied is not clear and legible.
5. Illustrations
5.1 Any samples, illustrations or descriptive material made available by the Seller including artwork and specifications or weight capacity or dimensions shall not form part of the Contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Seller and must not be copied or loaned or transferred.
6 Description
6.1 All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of any Contract.
7 Delivery
7.1 The Seller will deliver the Goods ordered by the Buyer to the address for delivery specified in the Order Form.
7.2 Delivery will be made as soon as possible after the Buyer’s order is accepted and the Seller will not be held responsible for any delay or be liable for any compensation in the event of the Buyer suffering any loss from any delay due to circumstances beyond the Seller’s control.
7.3 Any dates specified by the Seller for delivery of the Goods are intended to be an estimate, and time of delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
8 Cancellation
8.1 No cancellation or variation of an order by the Buyer shall be effective unless made in writing and accepted by the Seller at its registered office. The Seller reserves the right to refuse to accept any such cancellation or variation or to accept such cancellation or variation only subject to such conditions as are warranted according to the circumstances. Acceptance by the Seller shall be subject to payment by the buyer of such cancellation or variation charges as the Seller shall deem reasonable. Such charges shall take into account expenses incurred and commitments made by the Seller and all other losses due to such cancellation or variation.
9 Risk/Title
9.1 The Goods are at the risk of the Buyer from the time of delivery.
9.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods.
10 Liability
10.1 All express or implied warranties or conditions statutory or otherwise as to the quality or fitness for any particular purpose of the goods except to the extent that this provision is held to be unenforceable under or by virtue of any provision contained in the Sale of Goods Act 1979 or the Unfair Contract Terms Act 1977 or the Supply of Goods and Services Act 1982 or any statutory modification or re-enactment thereof for the time being in force, are hereby expressly excluded.
10.2 If the Goods delivered are damaged or defective or the delivery is of an incorrect quantity, the Seller shall have no liability to the Buyer unless the Buyer notifies the Seller in writing of the problem within 10 working days of the delivery of the Goods.
10.3 The Seller shall not be liable in any circumstances whatsoever, whether in contract tort or otherwise for loss or anticipated profits or revenue or contracts for any other indirect or consequential loss or damage arising from any cause whatsoever.
10.4 The Seller shall not be liable for failing to perform the contract whether wholly or in part if the failure is caused either wholly or in part by any circumstances outside the Seller’s control.
10.5 The Buyer shall indemnity the Seller in respect of any claims, costs and expenses arising from the printing or other treatment by the Seller of any libellous matter or any infringement of copyright, patient, design or other intellectual property rights attaching to any material printed by the Seller.
10.6 All property supplied to the Seller by or on behalf of the Buyer shall while it is in the possession of the Seller or in transit to or from the Buyer be deemed to be at the Buyer’s risk unless otherwise agreed in writing and the Buyer shall insure accordingly.