CUSTOMER ORDER TERMS & CONDITIONS AND SHIPPING POLICY

TERMS OF BUSINESS RECITAL

 

The parties will be working together in a business relationship whereby the Buyer will be procuring Goods and Services from the Seller (the “Purpose”) and during which it will be necessary for the Seller to disclose certain confidential information relating to the procurement of goods and services. It is necessary for agreement to be made on how the financial transaction(s) relating to the procurement of goods and services will be permitted to take place and is formalised with the Buyer to avoid circumvention of the Seller and to provide protection in relation to the final transaction for the purchase of goods and services through the Seller’s retention of title as set out in this agreement.

 

The parties wish to regulate how the Business Transaction is to be conducted by the Buyer to protect the interests of the Seller and its Affiliates.

 

For the avoidance of doubt, the duty of confidentiality (notwithstanding other duties arising from this business relationship) to the Seller also includes a duty of confidentiality towards its Affiliates.

 

OPERATIVE PROVISIONS

 

Definitions

 

In this Agreement, the following expressions shall have the following meanings:

“Affiliates”

means in relation to a party, any other entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with that party from time to time and in the case of Seller any companies to which it has a relationship with.

 

“Confidential Information”

Means: any and all information of a confidential form in whatever form (however recorded or preserved) supplied or received (in any form or by any method, including oral or documentary form or by inspection or observation of tangible objects, material, media or demonstrations or any kind) before or after the signing of this Agreement, relating to the purpose of the Seller ’s business (or that of any Affiliate) or any of its or their current, former or potential partners or sellers, including, without limitation, the know-how designs, processes, methodologies, trade secrets, software, market opportunities, personnel, customers or business affairs, or otherwise information which a reasonable person would consider to be confidential because of its nature (whether or not designated as “confidential information”);

 

any documents, information and/or negotiations of any kind, including the know-how which Seller has access and which are not publicly available, in connection with (a) the Purpose, (b) Seller (c) any other aspect directly or indirectly connected to the preceding points, whatever the form – including without limitation, verbal, written and/or electronic communication – and the nature – business, financial, technical, commercial, legal, operational, tax etc;

 

the existence and content of the Purpose and the negotiations, discussions and agreements in relation to it.   

 

“DP Laws”

means the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”), and/or any corresponding, equivalent or supplementary national laws or regulations, once in force and applicable, including the Data Protection Act 2018; and

 

the Privacy and Electronic Communication (EC Directive) Regulation 2003 and any laws or regulations implementing the Council Directive 2002/52/EC.

 

“Effective Date”

means the date written above.

 

“Intellectual Property”

means patents, trademarks, service marks, logos, straplines, get up, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semiconductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

 

Representatives

means directors, senior executives, officers, employees and affiliates, professional advisors, agents, representatives and accountants of the Seller.

 

The headings in this Agreement shall not affect its interpretation.

 

Confidentiality

 

In consideration of the provision of Confidential Information by or on behalf of the Seller, the Buyer will:

 

  • treat and safeguard the Confidential Information as private and confidential;

 

  • to maintain the same in confidence and to use it only for the Purpose for which it was disclosed and for no other purpose and in particular, but without prejudice to the generality of the foregoing, not to divulge any of the Confidential Information to any third party or make any commercial use thereof or use the same for the benefit of itself or of any third party other than pursuant to this Agreement or a further agreement with the other party;

 

  • ensure proper storage, with appropriate security, of the Confidential Information (including for the purposes of DP Laws) and keep up to date records of the location of Confidential Information;

 

  • to apply thereto no lesser security measures and degree of care than those which the Buyer applies to its own confidential information, but in any event, not less than reasonable care to protect the Confidential Information;

 

  • not to copy or reduce to writing any part thereof except as may be reasonably necessary for the proper use of the Confidential Information for the purposes for which it was disclosed, and that any such copies or reductions to writing shall be the property of the Seller ;

 

 

  • immediately notify the Seller  in writing where unauthorised use or disclosure or Confidential Information is known to have taken place or the Buyer is made aware that such unauthorised use or disclosure may take place and take such steps as the Seller  may reasonably require in relation to the same.

 

Exceptions

 

The restrictions on the disclosure of Confidential Information contained herein shall not apply to:

 

  • information which was in the public domain at the time it was disclosed, or which subsequently enters the public domain other than by a breach of the provisions of this Agreement by the Buyer;

 

  • information which was already known to the Buyer prior to its receipt thereof from the Seller and which was not previously acquired by the Buyer from the Seller under an obligation of confidence, or which is independently discovered by the Buyer;

 

  • information which is disclosed to the Buyer by a third party without restriction on disclosure or use; or

 

  • any disclosure of Confidential Information required by law, by any rule or regulation of any stock exchange of which the Buyer is a member, by any Court procedure or by any rule or regulation of any governmental or quasi-governmental authority having jurisdiction over the Buyer.  Provided that, so far as is practicable to do so the Buyer shall consult with the Seller prior to such disclosure and shall in any event inform the Seller of the nature, content and timing of the disclosure of its Confidential Information.

 

Without prejudice to the generality of clause 3.1(a), Confidential Information will not be deemed to be in the public domain by reason only that it is known to only a few people to whom it might be of commercial interest, and a combination of two or more portions of the Confidential Information will not be deemed to be in the public domain by reason only of each separate portion being known.

 

If the Buyer is required pursuant to clause 3.1(d) to disclose any Confidential Information, the Buyer will, to the extent permitted by law, provide the Seller  with prompt written notice of such requirement so that the Seller  may assert such interest it has in the Confidential Information and, if thought fit, seek an appropriate order from a court of competent jurisdiction preventing or restricting the disclosure (in relation to which, at the request and the reasonable expense of the Seller , the Buyer shall co-operate). If, in the absence of such order, the Buyer is nonetheless, in the opinion of the Buyer’s legal counsel, legally required to disclose such Confidential Information, the Buyer may disclose such information without liability, provided, however, that:

 

  • the Buyer shall first consult with the Seller as to possible steps to avoid or limit disclosure without having any significant adverse consequences to the Buyer;

 

  • the Buyer shall then disclose only that portion of such Confidential Information which it is legally required to disclose and communicates the confidential nature of such information; and

 

  • where the disclosure is by public announcement, the provisions of clause 11 apply.

 

Intellectual Property and Personal Data

 

This Agreement shall not be deemed to imply the grant of or agreement to grant a licence by Seller to the Buyer or any of the Seller’s Intellectual Property Rights. The Seller retains all Intellectual Property Rights in and title to the Confidential Information at all times and for all purposes. 

 

Where any personal data form part of the Confidential Information of the Seller, or derived from such:

 

  • the Buyer shall only process such personal data in accordance with the prior written instructions of the Seller (“personal data” and “process” being interpreted in accordance with the DP Laws); and

 

  • only the exception in clause 3.1(d) shall apply to such personal data.

 

Term

 

This Agreement shall commence on the Effective Date and shall continue in force thereafter until terminated by either party giving not less than thirty (30) days’ notice in writing to the other.  Notwithstanding the termination of this Agreement the obligations and restrictions contained herein shall continue to apply for a period of three years from the date on which either the Confidential Information was disclosed and or the relating business transaction(s) were agreed (following acceptance of the Buyer’s purchase order). 

 

Non circumvention

The Parties shall not in any way what so ever circumvent each other and / or attempt such circumvention of each other and / or any of the Parties involved in any transaction the parties wish to enter and to the best of their abilities shall ensure that the original transaction codes, dates and priority information established are not altered.

 

The Parties shall not disclose any name, participant, address, telephone, telex, email and facsimile number to any contact revealed by either party, as they fully recognise such information and contact(s) to be exclusive and valuable contact(s) of the respective party and shall not enter into direct and / or indirect offers, negotiations  and / or transactions with such contacts revealed by the Party unless specifically agreed by the express written consent of the Party who made the contact so available.

 

In the event of circumvention by any of the Parties, whether direct and/or indirect the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum services it should realise from such a transaction plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensations.

 

All considerations, benefits, bonuses, participation fees and / or commissions received as a result of the contributions of the Parties to this Agreement relating to any and all transactions shall be available and / or submitted to the recipient on the date due and payable as per each and every transaction, unless otherwise agreed.

Return of Confidential Information

 

At any time on demand of the Seller the Receiving party shall (at the Seller ’s direction) return all Confidential Information (including any and all copies thereof in whatever form) received by it or copies of the Confidential Information made by it under this Agreement and/or expunge any Confidential Information or any copies thereof from any computer, word processor or any other device in its possession.

 

Risk and Retention of Title

 

Risk of damage to or loss of the Goods shall pass to the Buyer at:

  • in the case of Goods to be delivered at the Seller's premises, the time when the Seller notifies the Buyer that the Goods are available for collection;

  • in the case of Goods to be delivered otherwise than at the Seller's premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods;

  • in the case of goods being installed by the Seller, the time that the Seller notifies the Buyer that the installation is complete.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

Sub-clause 8.1.2 notwithstanding, legal and beneficial title of the Goods shall 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 supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.

 

Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.

 

In the event that the Buyer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to the Seller) shall be held by the Buyer on behalf of the Seller. The Buyer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Seller’s behalf are identified as such.

 

If the Goods are manufactured into another form or are used in the process of manufacturing other goods, the Seller shall acquire legal and beneficial title to the resulting goods, or a proportion of the title equal to the contribution made to the resulting goods by the Goods.

 

The Seller may, in accordance with the provisions of the Companies Act 1985, register any charge created by these Conditions.

 

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

 

The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 8.1.4.

The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;

  • The Buyer commits or permits any material breach of his obligations under these Conditions;

  • The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;

  • The Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

  • The Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

 

Warranty

 

  • The buyer agrees that they will lose their right to reject any goods or services if they have accepted them.
     

  • Each party warrants that it has the right to disclose its Confidential Information to the other party and the right to authorise the other party to use the same on the terms of this Agreement.

 

  • All Confidential Information is provided “as is”. The Confidential Information may not be accurate or complete and the Seller makes no representation or warranty as to the accuracy, completeness or reasonableness of the Confidential Information and no such representation or warranty is implied.

 

Shipping and Returns

 

  • Your order will be processed upon receipt of payment. Goods ordered before 3pm will generally be processed the same working day. Our deliveries to customer sites will require a signature. We endeavour to process all orders within 48 hours.

 

  • Your estimated delivery date will be 14 working days from the date we provide you with a payment receipt for your order.  You will be notified if your item(s) is expected to arrive sooner, or if it is delayed. You can contact our customer service team for updates on 0114 438 7577.

 

  • Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.

 

  • We will not be held liable for costs, damages and/or refunds if your delivery is delayed due to reasons beyond our control: including, but not limited to, delays with couriers, international shipping, customs and manufacturing.

 

  • For orders with a value of less than £150, a shipping charge of £15.00 will be added to your order. For orders with a value of more than £150, shipping is free.

 

  • Every item we sell is carefully inspected before it is shipped. If the goods are damaged upon receipt, please contact us immediately after your package arrives for a return’s authorisation number. All claims must be made within 3 days of receipt of your order and there are no returns after thirty days. Please ensure you clearly state the reason you would like a return or a replacement. 

 

  • Shipping/Delivery charges will not be refunded unless the item/s are faulty or there has been an error on our part.

 

Breach by Receiver

 

  • The Buyer acknowledges that any breach by it or its Representatives of this Agreement shall result in irreparable and continuing damage; shall the Buyer or its Representatives fail to comply with any of the obligations set forth in this Agreement; Seller shall be entitled to seek injunctive relief and specific performance in addition to any other remedy available at law or in equity.

 

  • Furthermore, the Buyer shall indemnify, defend and hold harmless Seller from and against all actions, claims, costs, expenses, fines, demands, liabilities, losses, obligations or proceedings of whatever nature arising directly or indirectly out of a breach of Buyer’s obligations under, or otherwise in connection with this Agreement or resulting from a breach of the confidentiality obligations under this Agreement by the Buyer or any Representatives and incurred or suffered by the Seller.

 

Public Announcements

 

The Buyer will not make any announcement or publicity statement relating to Seller or its Affiliates, this Agreement or subject matter without the prior approval of the Seller.

 

Variation

 

Any variation to this Agreement shall only be binding if it is recorded in a document signed by a duly authorised representative of each party.

 

Waiver

 

Failure of either party to exercise any of its rights hereunder shall not be deemed of waiver or forfeiture of such rights.

 

Assignment

 

Neither party may assign its rights or obligations under this Agreement without the written consent of the other.

 

Remedies

 

Each party acknowledges that damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights or remedies that either party may have against the other each shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement.

 

Counterparts

 

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

 

Governing Law and Jurisdiction

 

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the English courts. 

 

Contact Information

Merchant Chambers, 427-431,London Road, Sheffield, South Yorkshire, S2 4HJ

Call: 0114 438 7577

Opening Hours:

Monday - Friday: 09:00-17:30

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