Terms and Conditions

CONDITIONS OF SALE

1. Definitions
- 1.1 Buyer means the person who buys or agrees to buy the goods from the seller.
- 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.
- 1.4 Goods means the articles which the buyer agrees to buy from the seller.
- 1.5 Price means the price for the goods excluding carriage, packaging, insurance and VAT.
- 1.6 The Seller means the persons whose name and address are Eximedia UK Ltd of 4 Black Swan Yard, London Bridge, London SE1 3XW.
2. Conditions Applicable
- 2.1 These conditions 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 or order of similar documents.
- 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 sellers quoted price, which is set out overleaf. The price is exclusive of VAT, which shall be due at the rate ruling on the day of the sellers invoice.
- 3.2 Payment of the price and VAT shall be due within 30 days of the date of the invoice.
- 3.3 Interest and overdue invoices shall accrue from the date when the payment becomes due from day to day until the date of payment at a rate of 8% above the current base rate from time to time enforced and shall accrue at such a rate after as well as before any judgement.
- 3.4 If any amount remains unpaid after thirty days then all invoices then in existence, whether or not due for payment, become payable.
4. The Goods
The quantity and description of the goods shall be set out in the sellers quotation and for the confirmation of an Order.
5. Warranties and Liabilities
The seller warrants that the goods will at the time of delivery correspond to the description given by the seller. Where except where the buyer is dealing as a consumer as defined in the Unfair Contract Terms Act 1997 section 12 all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods as implied by statue or common law or otherwise are excluded.
6. Delivery of the Goods
Delivery of the goods shall be made to the buyers address on the delivery date. The buyer should make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery. The seller may deliver the goods by separate instalments in accordance with the agreed delivery schedule. Each separate instalment shall be invoiced and paid for in accordance with the provisions of this contract of sale.
- 6.1 The failure of the buyer to pay for or any more of the said instalments of the goods on the due date shall entitle the seller [at the sole option of the seller]:
  - without notice to suspend further delivery of the goods pending payment by the buyer and/or
  - to treat this contract as reputed by the buyer.
- 6.2 The seller shall not be liable for any loss or damage whatever due to failure of the seller to deliver the goods [or any of them] promptly or at all.
- 6.3 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 providing that the delivery shall be tendered within anytime within 3 months of the delivery date.
7. Acceptance of the Goods
- 7.1 The buyer shall be deemed to have accepted the goods 48 hours after delivery to the buyer.
- 7.2 After acceptance the buyer shall not be entitled to reject goods which are not in accordance with the contract.
8. Return of Goods
- 8.1 No goods delivered to the buyer which are in accordance with the contract will be accepted for return without prior written approval of the seller [in accordance with the sellers’ returns authorisations procedure] and on terms to be determined at the absolute discretion of the seller.
- 8.2 If the seller agrees to accept any such goods for return the buyer may be liable to pay a handling charge. Such goods must be returned by the buyer, carriage paid to the seller, in their original packaging.
- 8.3 Goods returned without the prior written approval of the seller may ay the seller’s absolute discretion be returned to the buyer or stored to the buyer’s cost without prejudice to any rights or remedies the seller may have.
9. Title and Risk
- 9.1 The goods shall be at the buyers risk as from delivery.
- 9.2 In spite of delivery having been made property in the goods shall not pass from the seller until:
  - 9.2.1 The buyer shall have paid the price plus VAT in full and
  - 9.2.2 No other sums whatever shall be due from the buyer to the seller.
- 9.3 Until the property and the goods passes to the buyer in accordance with Clause 8.2 the buyer shall hold the goods on each of them on 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 their possession and marked in such a way that they are clearly identified as the sellers property.
- 9.4 Notwithstanding that the goods (or any of them) remain the property of the seller the buyer may sell or use the goods in order of the course of the buyers business at full market value for the account of the seller. Any such sale or dealings shall be sale or use of the sellers property by the buyer on the buyers own behalf and the buyer shall deal as principal when making such sales or dealings. Until property and the goods passes from the seller the entire proceeds of sale or otherwise of the goods shall be held in trust to 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.
- 9.5 The seller shall be entitled to recover the price (plus VAT) notwithstanding that the property in any of the goods has not passed from the seller.
- 9.6 Until such time as property and the goods passes from the seller to the buyer shall upon request deliver up such of the goods as of 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 making such a request the rights of the buyer under Clause 8.4 shall cease.
- 9.7 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 the other rights of the seller, if the buyer does, all sums whatsoever owed by the buyer to the seller shall forthwith become due and payable.
- 9.8 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 day that the property and 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 right of the seller, if the buyer fails to do so, the sums whatever owed by the buyer to the seller shall forthwith become due and payable.
- 9.9 The buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in order 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.
10. Remedies of Buyer
- 10.1 Where the buyer rejects any goods then the buyer shall have no further right whatsoever in respect to the supply to the buyer of such goods or the failure by the seller to supply goods which conform to the contract of sale.
- 10.2 Where the buyer accepts as being deemed to have accepted any goods then the seller shall have no liability whatever to the buyer in respect of those goods.
- 10.3 The seller shall not be liable to the buyer for late delivery or short delivery of the goods. If the buyer properly rejects any of the goods which are not in accordance with the contract the buyer shall none the less pay the full price for such goods unless the buyer promptly gives notice of rejection to the seller and that the buyer returns such goods to the seller before a date when payment for the price is due.
11. Exclusion of Sellers liability for indirect loss
- 11.1 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.
12. Headings
- 12.1 All headings are for ease of reference only and shall not affect the construction of this contract.
13. Severance
- 13.1 Any provisions of this contract which or may be void or unenforceable shall to the extent of such invalidity or unenforceability deem severable and shall not affect any other provision of this contract.
14. Sellers cancellation clause
- 14.1 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.
15. Proper Law of Contract
This contract is subject to the Law of England and Wales.
16. Contract Term
This contract will run for 36 months from the date of signature below – In signing this document you agree that Eximedia UK Ltd will be your “main” supplier for office stationery, furniture, bespoke printed items and Health and Safety products – main.