Terms and Conditions of Sale.
1.1 In these Conditions of Sale the following definitions apply:
“Seller” means Edge Tools and Equipment Ltd (Company Reg No. 3404344) whose registered office is Unit 3 Sawley Park, Nottingham Road, Derby. DE21 6AQ
“Buyer” means the person who buys or agrees to buy the Goods from the Seller
“Contract” means the contract between the Seller and Buyer for the supply of Goods in accordance with these conditions
“Goods” means the goods or services (including any installment of the Goods or any part for them) known as Edge Tools and Equipment which the Seller is to supply in accordance with these Condition of Sale
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Terms of Sale
2.1 These Conditions of Sale form the whole agreement between the Seller and the Buyer and shall not be removed or varied in any way. No other express terms written or oral shall be incorporated into the Contract between the Seller and the Buyer for the Goods. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in these Conditions of Sale.
2.2 These Conditions of Sale shall override any other terms, which the Buyer may subsequently seek to impose.
2.3 The Seller’s sales representatives are not authorised to do any of the following on behalf of the Seller:
2.3.1 remove or vary any of these terms or introduce any other terms written or oral into the Contract between the Seller and the Buyer for the Goods;
2.3.2 make any representation, agree any condition or enter into any collateral agreement; and
2.3.3 accept any offer or counter-offer made by the Buyer.
2.4 No variation to these Conditions of Sale shall be binding unless agreed in writing by a director of the Seller.
2.5 Any advice or recommendation given by the Seller or its 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 entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.1 Unless otherwise stated in writing, quotations are not held open for longer than 30 days from the date of issue.
4.1 All specifications, drawings and particulars of weight and dimensions submitted with any quotation are approximate only and the description contained in the Seller’s catalogues, price lists and other marketing material are intended merely to present a general idea of the Goods described therein and shall not form part of the Contract between the Seller and the Buyer for Goods.
5.1 The price of the Goods is the price stated in the Seller’s quotation or such other price as is expressly agreed by the Seller and the Buyer. Any quotations given by the Seller are valid for 30 days only.
5.2 In the event of the price not being fixed by clause 5.1 above, the price is the price stated in the published price list of the Seller current at the date when the Contract is made.
5.3 All prices are based on the costs ruling at the date of the Contract. If any increase in such costs occurs between such date and the delivery of the Goods (even if such delivery is to be delayed) and in particular in the event of any:
5.3.1 increase in the cost of material or labour; or
5.3.2 currency fluctuations increasing the cost of materials; or
5.3.3 increase in costs resulting from the imposition or increase of any tax levy or duty by the Government of the United Kingdom; or
5.3.4 costs whatsoever where the increase is beyond the control of the Seller; or
5.3.5 where is an increase in the Seller’s overhead expenses,
the Seller shall be entitled to increase any such prices by such amount as it reasonable having regard to such increase in costs.
5.4 The price of the Goods in the Seller’s quotation does not unless otherwise stated in the quotation include freight package and posting all of which will be charged for and paid by the Buyer as an addition to the price shown to the quotation.
5.5 The price stated in the Seller’s quotation and any charge for freight package and posting does not include Value Added Tax, which will be added to the invoice at the applicable rate and paid by the Buyer.
6.1 Delivery of the Goods shall (unless otherwise agreed) be by the Seller delivering the Goods using an independent carrier chosen by the Seller for commercial transportation to the Buyer in accordance with the Buyer’s reasonable delivery instructions.
6.2 If the Buyer fails to accept the Goods or fails to give the Seller adequate delivery instructions then the Seller may:
6.2.1 store the Goods until actual delivery to the Buyer or until the Goods are disposed of under clause 6.2.2 below and the Buyer shall be entitled to charge the Seller for the costs of storage and insurance of the Goods; and
6.2.2 sell the Goods at the best possible price readily obtainable, the Buyer shall be liable to meet the costs of the sale. Further, if the Goods are sold for less than the price payable by the Buyer, the Buyer shall be liable to pay to the Seller the difference in price. This clause 6.2 does not affect any other right or remedy the Seller may have.
6.3 Time of delivery is not of the essence of the Contract.
7.1 The Seller may invoice the Buyer for the price of the Goods at any time after the Seller accepts the order.
7.2 The Buyer must pay the price for the Goods in accordance with the payment terms detailed in clause 7.5. The time for payment of the price is of the essence of the Contract. Payment must be in full and in cleared funds to a bank account nominated in writing by the Seller.
7.3 The Seller reserves the right to cancel or suspend further deliveries on any Contract with the Buyer where payment is not received in accordance with clause 7.2 or in accordance with any alternative arrangements which shall be agreed in writing between the parties. No cash or other discount will be allowed.
7.4 The Seller reserves the right to charge the Buyer interest (both before and after judgement) on the amount unpaid beyond any due payment date at the rate of 8 per cent per annum above Barclays Bank rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
7.5 The Supplier reserves the right to rely on the Late Payment of Commercial Debts (Interest) Act 1998.
7.6 Payment terms are immediate unless otherwise stated . Otherwise payment terms are 30 days from date of invoice.
7.7 In the event of late or non-payment, the Seller reserves the right to charge the Buyer a collection fee of 15% of the balance outstanding and any third party collection fees for late payment and collection.
7.8 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
8 Cancellation of Orders and Returns
8.1 We are not obliged to accept any return of goods but may consider the return of goods from you if:
8.1.1 you contact our customer support straight away and in any event within 48 hours of delivery by calling 01332 226699;
8.1.2 you return in advance a completed RMA (Return to Manufacturer Authorisation) Form that we will supply to you and we issue to you an RMA number;
8.1.3 on payment by you of an agreed handling charge of 25% of the contract value subject to a minimum of £10 (unless the goods were defective when delivered); and
8.1.4 the goods are as fit for sale (including original undamaged packing and all original material) on their return as they were on delivery.
8.2 No attempt should be made to return goods without an RMA number. Unsolicited returns will not be accepted and the goods will remain at the customer’s risk for all purposes
8.3 If we accept the return of goods in a non-saleable condition we may charge you the cost of bringing the goods to a saleable condition.
9 Property and Risk
9.1 Subject to clause 9.2, ownership of the Goods remains with the Seller and does not pass to the Buyer until the following occurs:
9.1.1 the Seller has paid for all of the Goods; and
9.1.2 no other amounts are owed by the Buyer to the Seller in respect of other goods supplied by the Seller.
9.2 If the Buyer sells the Goods in accordance with this agreement in which case the ownership of the Goods will pass to the Buyer immediately before the Goods are delivered to the Buyer’s customer.
9.3 The Buyer must store the Goods separately from any other goods they hold (whether supplied by the Seller or a third party) and marked as the property of the Seller until:
9.3.1 they become the Buyer’s property: or
9.3.2 they are delivered to a purchaser from the Buyer.
9.4 If the Buyer is overdue in paying for the Goods or any other goods supplied by the Seller, the Seller (if still the owner of the Goods) has the right to recover and resell them. The Seller may enter the Buyer’s premises for this purpose. This does not affect any other rights of the Seller.
9.5 Until the Buyer has:
9.5.1 paid the Seller for the Goods; and
9.5.2 paid for all other goods which the Seller has supplied to the Buyer,
the Buyer shall hold the Goods on trust for the Seller and clauses 9.6 to 9.9 shall apply.
9.6 If the Buyer sells the Goods the Buyer shall hold the payments received on sale on trust for the Seller in a designated bank account.
9.7 The Seller may apply the proceeds of sale that the Buyer received for the Goods against any other amount owing to the Seller from the Buyer.
9.8 If the Buyer sells the Goods, the Seller may, by written demand require the Buyer to assign to the Seller the Buyer’s rights to recover the price from the Buyer’s purchase for the Goods.
9.9 The Buyer must not assign to any other person any rights arising from a sale of the Goods without the Seller’s written consent.
9.10 Risk to the Goods passes to the Buyer when the Seller delivers the goods to an independent carrier in accordance with clause 6.1.
10.1 The Buyer must carefully examine the Goods immediately on delivery of them and must notify the Seller in writing or email and must have a reply from head office of any short delivery or any defects reasonably discoverable on careful examination. This notification must be received by the Seller within 7 working days commencing with the day of delivery to the Buyer. “Working days” means any day from Monday to Friday inclusive, which is not (in England and Wales) Christmas Day, Good Friday, or a statutory Bank Holiday. In the absence of notification the Seller rejects all claims in respect of any short delivery or any defect which should reasonably have been discovered on careful examination. Such notice will only be deemed as received once a reply is sent to the buyer.
10.2 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from a breach of a duty in contract or not or any other way arising from the Seller’s negligence. Non-exhaustive illustrations of indirect loss include:
10.2.1 loss of profit;
10.2.2 loss of contracts
10.2.3 damage to the Buyer’s property or property of any other person; and
10.2.4 personal injury to the Buyer or any other person other than that caused by the Seller’s negligence,
and the Buyer accepts that it is the responsibility of the Buyer to insure against these risks.
10.3 Claims arising from any act omission or default of the Seller (whether arising from the Seller’s negligence or otherwise) shall not exceed the price of the Goods as defined in clause 5 above.
10.4 The Seller shall not be liable for any failure to deliver the Goods arising from circumstances outside the Seller’s control, non-exhaustive illustrations include:
10.4.1 Acts of God, war, riots, explosion, abnormal weather conditions, fire, flood, Government intervention, action or decree, strikes, lockouts, delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
10.4.2 If the Seller is prevented from delivery in the above circumstances, it will notify the Buyer of the fact in writing within 10 days commencing with the contractual delivery date.
10.4.3 If the circumstances preventing delivery are still continuing three months from and including the contractual delivery date either party may give written notice to the other cancelling the Contract. Such written notice must be received whilst the reason given under the notice pursuant to 10.4.2 above is continuing.
10.4.4 If the Contract is cancelled under 10.4.3 above the Seller will refund any payment which the Buyer has already made on account of the price (subject to the deduction of any amount which the Seller is entitled to claim from the Buyer) but the Seller accepts no liability to compensate the Buyer for any further loss or damage caused by the failure to deliver.
10.5 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
If the Buyer:
11.1 Being a Company:
11.1.1 Has a petition for its winding-up; or
11.1.2 Passes a resolution to voluntary wind-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
11.1.3 Enters into a voluntary arrangement with it’s creditors; or
11.1.4 Becomes subject to an administration order; or
11.1.5 Has a receiver appointed of all or any of its assets; or
11.2 Being an individual or firm:
11.2.1 Becomes a bankrupt or insolvent, or
11.2.2 Enters into a voluntary arrangement with creditors,
then the Seller shall be entitled to treat the Contract as being at an end or suspend any further deliveries under the Contract. If the Goods have been delivered but not paid for the price shall become due immediately regardless of any previous agreement to the contrary.
12.1 Notwithstanding that a sample of the Goods may have been exhibited or shown to the Buyer and inspected by the Buyer, it is hereby declared that such samples are solely to enable the Buyer to judge the quality of the type of Goods and do not constitute a sale by a sample under the Contract. The Buyer shall take the Goods as his own risk as to their corresponding with the sample or as to their quality, condition, or sufficiency for any purpose.
13 Intellectual Property
13.1 No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks, registered designs, design right, copyright or other industrial or intellectual rights.
14.1 The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person or property and against all actions, calls, claims demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under this Contract in the event that that damage or injury shall have been occasioned by the negligence of the Buyer or its servants or agents.
15 Defects After Delivery
15.1 The Seller will make good by repair or, at the Seller’s option, by the supply of replacement Goods for those which are defective under proper use within a period of 12 calendar months after the Goods have been delivered and such defects arise solely form faulty design, materials or workmanship. Provided always that the defective parts are promptly returned by the Buyer carriage paid to the Seller’s works (unless otherwise arranged).
15.2 The above warranty is given by the Seller subject to the following conditions:
15.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
15.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instruction (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
15.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; and
15.2.4 the above warranty does not extend to parts or materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as it given by the manufacturer to the Seller.
15.3 In the event of failure or breakdown of any product purchased from edge, we reserve the right to refund the percentage of cutting segment in mm left on the product at an equivalent percentage of the original purchase price. Providing that the product is returned postage paid to edge with a written report on the products cut, amount of cutting completed including the duration and number or metres cut and together with a sample of the material.
16 Exclusion of Liability
16.1 Apart from those terms set out no other terms express or implied, statutory or otherwise form part of the Contract.
17.1 Each of the clauses and sub-clauses in these conditions are to be treated as separate and independent.
17.2 If a court finds that any clause or sub-clause in these conditions fails the requirements of reasonableness under the Unfair Contract Terms Act 1977, the Seller nevertheless excludes the relevant liability to the extent that the court find reasonable.
18 Governing Law and Jurisdiction
18.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).