ENVIRONMENTAL DEFENCE SYSTEMS CONDITIONS OF SALE

 

All references to: “We”, “the Company” or “EDS” are to be deemed to be references to Environmental Defence Systems Limited.

 

We shall make all quotations and accept all orders only upon and subject to the following terms and conditions which shall form part of any Contract concluded between us, to the exclusion of any other terms and conditions, except as specified on the face of our quotation or as otherwise agreed in writing by our authorised signatory.

  1. GENERAL

 

(a) All offers remain valid for acceptance within 30 days after the date of our quotation and subject to availability of the goods at the date of issue of our acceptance of order or confirmation of Contract.

 

(b) Acceptance must be by way of unqualified acceptance of our written quotation and its contents including our terms and conditions. Descriptions, illustrations, specifications, drawings and particulars of weights and dimensions contained in our catalogues, advertisements and other literature are approximate only and form no part of the contract.

 

(c) All extras and accessories ordered, but not specified in our quotation, will be charged separately as will the costs of all adjustments, alterations, additions and other work undertaken at the Buyer's request.

 

(d) Unless expressly accepted by our authorised signatory in writing, any qualification or amendment of these conditions (whether in the Buyer's order or acceptance of our offer or otherwise) shall be invalid.

 

(e) No binding contract will be created by the Buyer's acceptance of our offer until our written confirmation of the Contract has been dispatched to the Buyer.

 

(f) Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer's acceptance of these conditions.

 

  1. CONSEQUENTIAL LOSS OR DAMAGE

 

(a) Save as expressly provided in these Conditions we shall be under no liability whatsoever in respect of any loss, damage, injury or expense whatsoever arising from any defect in the goods and in particular (but without prejudice to the generality of the foregoing) we shall not be liable for any consequential damage or expense or loss of profit or any liability to third parties incurred by the Buyer in consequence of such defects. Nothing in these conditions shall apply to exclude or restrict any liability which cannot be excluded or restricted by virtue of the Unfair Contract Terms Act.

 

(b)The Buyer will indemnify the Company in respect of any liability, loss, claim or proceeding whatsoever, arising whether under Statute or at Common Law in respect of any damage to property or the death of or injury to any person caused by or by the use of any Goods sold by us to the Buyer unless, in the cases of death or personal injury only, such death or injury shall be proved to have been caused by our negligence or that of our employees.

  1. CHANGES IN SPECIFICATION

 

We reserve the right to make changes at any time and without notice in the materials, dimensions and design of our products and such changes shall not affect the validity of any Contract between us and the Buyer provided that such variations and modifications do not adversely affect in any material way, the performance of the said products or the quality of workmanship or of materials used.

 

  1. WARRANTIES

 

All implied warranties are hereby excluded to the fullest extent permitted by law and only such warranties as

expressly given by us shall apply to this contract

 

  1. 5. PAYMENT AND TITLE TO GOODS

 

(a)          It is a condition of this Contract that payment is made in accordance with the Distributorship Agreement between the parties. 

(b)          Until full payment has been received by us, as specified in our quotation, we shall retain the ownership of and title in the goods and the Buyer shall:-

  1. Hold them as Bailey only and shall not sell part with or modify them in anyway.
  2. Insure them for their full contract value against “all risks” with an underwritten insurance company.
  • Store them separately from all other goods and in such a way and place that they may at all times be clearly identified as our property.

 

(c) In the event of a failure by the Buyer to pay for the goods and/or the commission of an act of bankruptcy and/or the commencement of any proceedings to wind-up the Buyer where the Buyer is a Limited Company, then we reserve the right to enter the Buyer's premises, (and the Buyer hereby grants an irrevocable licence to do so) or any other place where the goods might be, without notice, in order to re-possess the goods. Any such goods, so re-possessed may be re-sold without notice to the Buyer and without prejudice to our right to claim damages against the Buyer.

(d) We reserve the right at any time to charge interest on late payments with effect from the due date and on a day to day basis at a compound annual rate of 6% above Nat West Plc base lending rate.

(e) In the event that the Buyer fails to make payment for the goods or fails to take delivery of any of the goods supplied by us, then all sums outstanding in respect of any goods supplied by us shall become due and payable immediately. We may, in our absolute discretion and without prejudice to any other rights we may have:-

 

  1. Suspend all future deliveries of the goods to the Buyer under the contract in question or under any other contract and/or terminate any such contact(s) without liability upon our part.

 

  1. Require payment of interest on all amounts due at a compound annual rate of 6% above base lending rate for the time being prevailing from the date when payment for the goods in question became due to the date of actual payment.

 

  1. DELIVERY AND RISK IN THE GOODS

 

(a) We will use our best endeavours to comply with our quoted delivery dates but we will not be liable for any loss, damage, injury or expense, either direct or indirect and including, but not limited to, loss of profit or other consequential loss or liability to third parties, which may be suffered by the Buyer be reason of late delivery of the goods from whatsoever cause such late delivery may arise.

(b) Although given in good faith, the time for delivery mentioned in our quotations is intended as an estimate only and is not therefore to be treated as one of the essence of contract.

(c) The Buyer shall have no right to reject goods by reason of their being delivered other than at the quoted time.

(d) We shall not be liable for failure to deliver goods or to complete work or for failure to do so promptly if such failure arises due to 'force majeure' or by reason of any delays occasioned by strikes, riots, lock-outs or labour trouble, war, fire accident, mechanical failure, non-availability to us of supplies of stock, parts, or materials, delay in deliver to us of the goods or materials by our suppliers or other persons, Government action legislation or regulation of any kind, 'Act of God' or any circumstances whatsoever outside our reasonable control and such delay or failure to deliver or to complete work on goods shall not affect the Buyer's obligation to pay for goods already delivered and work already completed.

 

  1. LOSS OR DAMAGE IN TRANSIT

 

We accept no liability for loss or damage in transit.

 

 

  1. TRADEMARKS

 

The Buyer may not at any time erase, alter or deface our name or any of our trademarks or attach any other trade mark to the goods or juxtapose our trademarks with any other mark likely to cause confusion.

 

  1. 10. HEALTH AND SAFETY

 

The Buyer shall ensure that all instructions, handbooks, notices and warnings, issued by us, are properly understood and complied with at all times by all persons using the goods or working within close proximity to them.

  1. GOVERNING LAW

 

The conditions and any Contract between us and the Buyer shall be governed in all respects by the laws of England. The Buyer shall submit to the jurisdiction of the English Courts.

 

  1. NOTICES

 

Where a notice is required to be served on us by the Buyer or on the Buyer by us such notice must be served in writing. Any notice to us shall be sent to us at our offices at Environmental Defence Systems Limited, PO Box 92, Huddersfield, West Yorkshire, England, and any notice to the Buyer shall be sent to the Buyer at the address given by the Buyer in his order or acceptance of our offer. Where in these conditions a period is specified within which notice is to be given such notice is to be given such notice must reach the party to which it is addressed within that period.

 

  1. 13. SET-OFF AND COUNTER-CLAIM

 

The Buyer shall not be entitled to withhold any sums after they become due by reason of any right of set-off

or Counter-claim which the Buyer may have or allege to have or for any other reason whatsoever.

  1. GENERAL

 

Each item herein set out including (subject to Condition 7) stipulation as to time is hereby declared to be of

the essence of every contract made between us and the Buyer.