Terms & Conditions
1 Definitions and Interpretation
1.1 In these Conditions:
“Buyer” means the person so described in the Order
“Conditions” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller
“Contract” means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services
“Delivery Address” means the address stated on the Buyer’s order
“Goods” means the goods (including any instalment of the goods or any part of them) described in the Order
“Price” means the price of the Goods and/or the charge for the Services
“Seller” means EPCO Limited (a private company registered in England under number 2956652) whose registered office is situated at Unit 6, Felnex Square, Cross Green Industrial Estate, Leeds LS9 0ST
“Specification” includes any plans drawings data or other information provided by the Seller for the purpose of defining the Goods or Services
“Writing” includes any telexes, cables, facsimile or e-mail transmission and comparable means of communication.
1.2 Any reference in these conditions to a statute or a provision of a statute will be construed as a reference to that statute or provision as amended re-enacted or extended at the relevant time.
1.3 The headings of these conditions are for convenience only and will not affect their interpretation.
2 Acceptance and Amendment
2.1 These Conditions will (unless and to the extent otherwise agreed in writing) apply to all Contracts relating to the sale of Goods and Services by the Seller and the Buyer will be deemed to assent thereto when placing an order with the Seller. BUYER'S ATTENTION IS DRAWN TO THE LIMITATIONS ON SELLER’S LIABILITY AT CLAUSE 12.
2.2 An order for Goods or Services shall only be deemed to be accepted when the Seller issues a written acceptance of the order or otherwise take steps to fulfil the order, at which point the Contract shall come into existence
2.3 No other conditions or modification of these Conditions will be binding on the Seller unless the Seller agrees thereto in writing and the Seller will not be deemed to accept such other conditions nor to waive any of these Conditions by failing to object to provisions contained in any purchase order or other communication from the Buyer.
2.4 No one other than a director of the Seller will have the authority to amend or waive any of these Conditions or other provisions of the contract.
3.1 Any recommendation or advice given by the Seller or the Seller’s employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is acted upon or followed by the Buyer entirely at its own risk and accordingly the Seller will not be liable for any such advice or recommendation which is not so confirmed.
3.2 All specifications, weights, dimensions, description capacities, performance ratings, prices, drawings and other data quoted or submitted by the Seller or included in any sales literature, price list, quotation, acceptance of order, invoice or other document or information issued by the Seller are to be deemed approximate only (except where stated in writing to be exact or expressly made of the essence) and subject thereto none of such items or any part thereof will form part of the Contract (other than as approximations).
3.3 Seller reserves the right to make any changes in specification of Goods or Services which are required to conform with any applicable safety or other legal requirements or which do not materially affect their performance or quality.
3.4 Any clerical typographical or other error or omission in any sales literature quotation acceptance of order price list invoice or any other document or information issued by the Seller will be subject to correction without any liability on our part.
The Buyer may not cancel any order which the Seller has accepted unless the Seller so agrees in writing and on terms that the Buyer will indemnify the Seller in full against all loss (including loss of profit) damages costs including the costs of all labour and materials used expenses and charges incurred or suffered by the Seller as a result of cancellation.
5.1 All prices quoted are valid for thirty days only, after which time, if not then accepted by the Buyer, they may be altered by the Seller without giving the Buyer notice.
5.2 Unless the Seller and Buyer have otherwise agreed in writing or stated in the Seller’s acceptance of order or quotation the price payable by the Buyer will be the Seller’s ex-works list price ruling at the time of dispatch.
5.3 All prices are quoted exclusive of VAT, which will be added at the appropriate rate, and are subject to increase to reflect increases from time to time in list prices and any increases in costs to the Seller (including without limitation costs of materials, transport and services, labour and fluctuation in currency exchange rates and any duty, tax fee or charge imposed by any government or other authority) prior to the delivery, any change in delivery dates, quantities or specifications for the Goods or Services which the Buyer requests or any other delay caused by the Buyer’s instructions or the Buyer’s failure to give the Seller adequate instructions or information.
5.4 Unless otherwise agreed in writing packaging, insurance, delivery and transport charges, the costs of installation and/or erection on the site and the cost of any commissioning or running or installation tests and other materials used therefore are not included in the price and will be charged extra at the Seller’s then current rates for the same.
5.5 The cost of returnable containers and pallets will be charged to the Buyer in addition to the price of the Goods but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
6.1 Unless stated on the Seller’s acceptance of order or quotation or agreed by both parties in writing, the net invoice amount will be paid in full by the Buyer within 30 days following the last day of the month of delivery or (if earlier) upon the occurrence of any circumstances whereunder pursuant to the Contract or these Conditions payment falls immediately due. The time of payment will be of the essence of the Contract. If payment is not made by the due date any sum discounted from the Price will be reinstated and become payable as part of the Price and a supplementary invoice for such sum will be raised. In addition the Buyer will be responsible for any legal costs incurred in recovering the whole debt outstanding.
6.2 The Seller reserves the right at any time before proceeding or proceeding further with an order to demand full or partial payment of monies due and payable under the Contract and under any other contract between the Seller and the Buyer.
6.3 If the Buyer defaults in any payment the Seller may, in addition to exercising the right contained in Condition 6.2 above, suspend work, delay or withhold delivery or cancel the Contract or suspend any work, delay or withhold delivery under or cancel any other contract between the parties hereto and retain any progress payments or payments on account already received under the Contract or under any other contract between the parties hereto.
6.4 Interest at an annual rate of three per cent above the base rate from time to time of the Seller’s bankers is payable on all overdue monies.
6.5 The Seller will have a lien on all undelivered goods which the Buyer has agreed to purchase from the Seller for all monies due from the Buyer under any contract between the parties hereto and the Buyer will have no right of set-off in respect of such monies.
6.6 All rights and remedies afforded to the Seller in these Conditions for non-payment will be in addition to and without prejudice to all other rights and remedies available to the Seller under this Contract or at law.
7.1 Time of delivery is not of the essence of the Contract and may not be made of the essence by notice and any time or date specified by the Seller as the time at which or the date on which the Goods will be delivered or the Services performed is given and intended as an estimate only and the Seller will not be liable for any damages loss or expense howsoever arising from delay in delivery.
7.2 Where Goods are delivered in instalments each delivery will constitute a separate contract (to which these Conditions apply mutatis mutandis) and our failure to deliver any one or more of the instalments will not entitle the Buyer to treat the Contract as repudiated.
7.3 Delivery will be made in such quantities as the Seller feels appropriate for delivery of the Goods. Subject thereto delivery of more or less than the quantity or weight of the Goods due for delivery or the inclusion therewith of goods of a different description not included in the Contract will not entitle the Buyer to reject the Goods delivered and where the Seller delivers 10% more or less than the quantity or weight ordered the Seller may charge pro rata for the quantity or weight supplied and the Buyer will treat such delivery as full performance by the Seller of its duty to deliver. The Seller’s delivery note will be accepted as conclusive proof of the quantity of Goods delivered.
7.4 Notwithstanding any express agreement as to the date of delivery the Seller will be entitled to postpone or cancel delivery of the Goods or Services in whole or in part when the Seller is delayed or prevented from making or obtaining any materials or parts or components required for the Goods or carrying out the Services by trade disputes, lockouts or labour troubles or any cause beyond the reasonable control of the Seller including but without limitation act of God, the Buyer’s activities or those of the Buyer’s agents, embargo or other governmental act or request, accident, war, fire, riot, delay in transportation or inability to obtain adequate labour or manufacturing facilities. During any of the foregoing events the Seller’s obligations will be suspended until such events cease or until the Seller cancels delivery (as the case may be) and the Seller will not be required to obtain elsewhere in the market place (nor to permit the Buyer to produce) goods to replace the Goods, delivery of which has been postponed or cancelled as a result of any of the aforementioned events. In the event of cancelling, the Seller will be paid pro-rata for Goods delivered, Services provided or work done to the date of cancellation.
7.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s default) then, without prejudice to any other right or remedy available to the Seller (including the right to payment) the Seller may:
7.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and
7.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract and the Buyer will indemnify the Seller in full against all losses, damages, charges and expenses incurred by the Seller as a result of the Buyer’s said failure to take delivery or give adequate delivery instructions to the extent that the Seller’s said losses, damages, charges and expenses are not covered by any payments made or monies obtained under clauses 7.5.1 or 7.5.2 above.
7.6 The Buyer will be solely responsible for the proper unloading of the Goods. If, to assist the Buyer remove the Goods from point of delivery, the Seller or any sub-contractor does any loading or unloading of goods free of charge, no liability whatsoever will thereby be incurred by the Seller or subcontractor and the Buyer will indemnify the Seller in respect thereof.
8 Testing/Erection and Installation
8.1 Unless otherwise agreed in writing or stated on the Seller’s quotation the Buyer will pay the Seller’s reasonable charges for any installation, erection, testing or commissioning of Goods carried out by the Seller or the Seller’s agents or sub-contractors.
8.2 Results of tests which have not been agreed and carried out in accordance with procedures agreed with the Seller will not be regarded for the purpose of any claim against or in establishing any liability against the Seller.
8.3 If the Buyer wishes to make any claim against the Seller on the basis of tests which have been so agreed and carried out, the Seller will send to the Buyer not later than 2 month(s) after the date of the delivery, results of any testing of the Goods together with samples of the Goods which have been tested and written details of the claim. Failure to comply with this condition 8.3 will constitute a waiver by the Buyer of all claims based on or relating to the facts revealed by such testing. Where the Buyer wants the Seller to erect and install or to test or commission Goods on site, the Buyer will supply the Seller with full details necessary to enable the Seller to do same and will ensure that the site and access thereto and egress therefrom are suitable and that all necessary electrical, water, gas, compressed air and other services, test materials, labour, safety and security precautions are available.
9 The Buyer’s Claims on Delivery and Obligations
9.1 The Buyer will:
9.1.1 examine Goods carefully within two working days of taking delivery;
9.1.2 Notify the Seller (and any carrier for the Seller) as soon as possible and in any event in writing within 3 working days of taking delivery of any error in weight or quantity or description of Goods delivered or that they were mixed with others not included in the contract or of any damage to Goods revealed by such examination and not caused since delivery to the Buyer.
9.2 Failure to make any notification in accordance with paragraph 9.1.2 of condition 9.1 above, which an examination under 9.1.1 above should have enabled the Buyer to make, will constitute a waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed.
10.1 Risk of damage to, or loss of, the Goods will pass to the Buyer:
10.1.1 in the case of Goods to be delivered at (i.e. collected from) the Seller’s premises, at the time that the Seller notifies the Buyer that the Goods are available for collection; or
10.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery (except where the Goods are sold f.o.b.) or, if the Buyer wrongfully fail to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
10.2 Delivery to a carrier or to any person, firm or company on the Buyer’s behalf will constitute delivery to the Buyer.
10.3 Where goods are sold f.o.b. all risk of damage or loss in transit will pass to the Buyer when the Goods are placed on board ship, and Seller will be under no obligation to give the Buyer the notice specified in section 32(3) Sale of Goods Act 1979.
11 Title to the Goods
11.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title to the Goods will not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods, and any other goods that the Seller has supplied to the Buyer, in which case title to the Goods shall pass at the time of payment of all such sums, together with any interest or other sums payable under the relevant contract in respect of the Goods and such other goods.
11.2 Until such time as the title to the Goods passes to the Buyer, the Buyer will hold the Goods as Seller’s fiduciary agent and bailee and will keep the Goods separate from the Buyer’s other goods and those of third parties and properly stored, protected, insured and identified as Seller’s property. Until that time the Buyer will be entitled to resell or use the Goods in the ordinary course of the Buyer’s business (and pass title in them, to its purchaser of those Goods), but will account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and will keep all such proceeds separate from any of the Buyer’s other monies or property and that of third parties and, in the case of tangible proceeds, properly stored, protected and insured.
11.3 Until such a time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller will be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, forthwith to enter upon any premises owned or occupied by the Buyer or any third party where the Goods are stored and repossess the Goods.
11.4 The Buyer will not be entitled to pledge or in any way charge by way of security for any indebtedness, any of the Goods which remain the Seller’s property but if the Buyer does so all monies owing by the Buyer to the Seller will (without prejudice to any of the Seller’s other rights or remedies) forthwith become due and payable.
12 Warranties and Liability
12.1 Subject to the terms and conditions set out in this condition 12, the Seller warrants to the Buyer that the Goods will correspond with the Seller’s specification at the time of delivery and will be free from defects in material and workmanship for a period of (12 months) from delivery or (12 months) from the date of their initial use, whichever is the first to expire.
12.2 Seller’s liability for personal injury or death caused by Seller’s negligence will not be limited. Subject thereto, the warranty in Condition 12.1 above is given by the Seller subject to the following conditions:
12.2.1 the Seller will be under no liability where Condition 9.2 applies; the Seller will be under no liability in respect of any defect in the quality or condition of the Goods or their failure to meet specification unless the Buyer’s claim is notified to the Seller within 14 days of the date upon which the defect or failure was or should reasonably have been discovered;
12.2.2 the Seller will be under no liability in respect of any defect in the Goods arising from any design, drawing or specification supplied by the Buyer;
12.2.3 the Seller will be under no liability in respect of any defect arising from negligence, wilful damage, abnormal working conditions, fair wear and tear, failure to follow the Seller’s instructions (whether oral or in writing), repair or misuse or alteration of the Goods without Seller’s approval;
12.2.4 the Seller will be under no liability under such warranty (or any other warranty, guarantee or condition) if the total price for the Goods has not been paid by the due date for payment;
12.2.5 such warranty does not extend to parts, equipment or material not manufactured by the Seller, or to processes or workmanship not applied by the Seller, in respect of which the Buyer will only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or processor to the Seller.
12.3 Subject as expressly provided in these conditions all warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
12.4 Where any valid claim in respect of any Goods or part(s) thereof based on any defect in the condition or quality of the Goods or part(s) thereof or their failure to meet specification or perform is notified to the Seller in accordance with these Conditions, the Seller will be entitled to replace or repair the Goods (or the part(s) in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but Seller will have no further liability to the Buyer.
12.5 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
12.5.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.5.2 fraud or fraudulent misrepresentation;
12.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
12.5.4 defective products under the Consumer Protection Act 1987
12.6 Subject to clause 12.5:
12.6.1 the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
22.214.171.124 loss of profit,
126.96.36.199 loss of contract
188.8.131.52 loss of sales or business
184.108.40.206 or any indirect or consequential loss arising under or in connection with the Contract
13 Patents, Trade Marks and Other Industrial Rights
13.1 If any claim is made against the Buyer alleging that Goods infringe any registered designs, patent rights, copyrights or any other industrial property rights of another then:
13.1.1 the Buyer will forthwith notify the Seller with full particulars;
13.1.2 the Seller or its licensors or suppliers (as case may be) will be at liberty at the Seller’s expense to conduct all negotiations and/or litigation in respect thereof and (if necessary) in the Buyer’s name; and
13.1.3 except pursuant to a final award, the Buyer will not pay or accept any such claim or com promise any proceedings without the Seller’s consent (which will not be unreasonably delayed or withheld) and if as a result of such negotiations or litigation the Buyer will be unable to use the Goods substantially for the purpose for which they were bought Seller will (except where condition 14 below applies) take them back and refund the price thereof and such refund will be in full satisfaction of all claims by the Buyer against the Seller.
13.2 The Buyer will indemnify the Seller against all action costs (including costs of defending legal proceedings) claims proceedings and demands in respect of any infringement or alleged infringement by the Seller of registered design, copyright, design rights, patent rights or other industrial rights attributable to the Seller complying with any of the Buyer’s special instructions or requirements relating to the Goods.
14 The Buyer’s Insolvency
14.1 This condition applies if:
14.1.1 the Buyer makes any voluntary arrangements with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
14.1.2 an encumbrancer takes possession, or a receiver is appointed of any of the Buyer’s property or assets; or
14.1.3 the Buyer ceases, or threatens to cease to carry on business; or
14.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
14.2 If this condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller will be entitled to suspend work, delay or withhold delivery under or cancel the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price will become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; further, if Goods are in the possession or control of the Buyer, it will (upon written notice from the Seller) immediately cease to be to sell the Goods to its customers.
15 Export Terms
15.1 Where the Goods are supplied for export from the United Kingdom, the Company’s published export price list will apply.
15.2 In these conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce in force at the date of delivery of the Goods. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms will have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, these Conditions will prevail.
15.3 Where the Goods are supplied for export from the United Kingdom, the provisions of these export terms will (subject to any special terms agreed in writing between the Seller and the Buyer) apply notwithstanding any other provision of the Conditions, but otherwise the Conditions will apply.
15.4 The Buyer will be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
15.5 The Seller will have no liability for any claim in respect of any defect in the Goods unless details are notified to the Seller within 24 hours of delivery, along with a copy of the relevant signed delivery note.
Any notice given hereunder must be in writing and may be effected both by facsimile transmission and by personal delivery or by registered post and (subject, in each case, to proof that such notice was properly addressed and despatched) if effected by post will be deemed to be received 48 hours after the date of posting.
17 No Assignment
The Contract will be personal to the Buyer and will not nor will any rights under it be assigned by the Buyer without the Seller’s written consent.
18 No Waiver
No waiver by the Seller of any breach of Contract by the Buyer will be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20 Force Majeure
The Seller shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (such as (without limitation) Acts of God; non-performance by suppliers; labour or trade disputes or industrial action; or the failure of or interruption to utility service). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
21 Third Party Rights
No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms
22 Governing Law and Jurisdiction
The Contract (and these Conditions) will be governed by and construed in accordance with English Law. Each party submits to the jurisdiction of the Courts of England and Wales
If any provision of the Contract (or of these Conditions) is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract (or of these conditions) and the remainder of the provision in question will not be affected thereby.