Terms and Conditions

This page contains both our Terms of Use and Terms of Sale.


 

Terms of Use

These Terms of Use, and any documents referred to herein, set out the terms and conditions on which you are permitted to use our website, www.cdrelectrical.co.uk (our website). By using our website, you agree to be bound by, and to comply with, these Terms of Use.

These Terms of Use are effective from 14/05/2018.

Please read these Terms of Use carefully. We recommend that you print off a copy of these Terms of Use for your records, as well as any future versions of them, as we may update them from time to time. Your attention is particularly drawn to clauses 14 (Exclusions and limitations of liability), 15 (Indemnification), 16 (Disclaimers) and 17 (Age restrictions on use of our website).

If for any reason whatsoever you do not agree to these Terms of Use or do not wish to be bound by them, you must not access or use our website.
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Contents

1. Our details
2. Your responsibility for others who access our website using your device or internet connection
3. Other documents governing your use of our website
4. Availability of our website
5. Changes we may make to these Terms of Use and other documentation
6. Your account details
7. Ownership of material on our website
8. Information and content on our website provided on non-reliance basis
9. Permitted use of materials on our website
10. Prohibited uses of our website
11. Viruses and other harmful content
12. Links to other websites
13. Links to our website
14. Exclusions and limitations of liability
15. Indemnification
16. Disclaimers
17. Age restrictions on use of our website
18. Governing law and jurisdiction
19. Copyright and credit
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1. Our details

1.1 CDR Electrical Wholesalers Limited (we, our and us) operates the website.

1.2 CDR Electrical Wholesalers Limited is a private limited company incorporated in England and Wales (company number 06373619).

1.3 Our registered address is 5a Windmill Road, Hampton Hill, Middlesex, TW12 1RF, United Kingdom. Our VAT registration number is GB917056623.

1.4 Our contact telephone number is 0208 979 4954 and our contact email address is sales@cdrelectrical.co.uk.
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2. Your responsibility for others who access our website using your device or internet connection

You must ensure that any persons who access our website on your computer(s) or device(s), or who are permitted or able to access our website on your computer(s) or device(s), or who use your internet connection, are aware of these Terms of Use and all other documentation referred to in them, and that such persons also agree to be bound by and to comply with these Terms of Use. If for any reason whatsoever, such persons do not agree to these Terms of Use or do not wish to be bound by them, they must not access or use our website, and you must not permit them to do so.
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3. Other documents governing your use of our website

3.1 In addition to these Terms of Use, your use of our website is also governed by the following documents:

(a) Our Privacy Policy, which is available at https://www.cdrelectrical.co.uk/privacy-policy/. Our privacy policy governs our use of your information. It sets out the types of information we collect, the reasons we collect it, how we use it, where we may pass it on to any third parties, in what circumstances and for what reasons, and any other relevant information relating to our use and/or processing of your information and your rights in relation to your information.

(b) Our Cookie Policy, which is available at https://www.cdrelectrical.co.uk/cookie-policy/. Our cookie policy governs our use of cookies and similar technologies on our website. It sets out the types of cookies we use, the purposes for which we use them, the circumstances in which we may place cookies on your computer, device or browser, and other relevant information relating to cookies, such as how to change your browser preferences and settings to accept or reject cookies.

(c) Our Terms of Sale, which are available at https://www.cdrelectrical.co.uk/terms-and-conditions/#terms-of-sale. Our Terms of Sale govern any purchases or orders you make for goods or services from us. They set out the status of any orders placed, the contract terms relating to delivery and performance of those orders, any exclusions that apply to you and other relevant terms relating to our supply of goods, services or digital content.

3.2 By accessing and using our website, you agree to be bound by the terms and conditions contained in these Terms of Use, you acknowledge that we will process your information in accordance with our privacy policy, and our use of cookies and similar technologies in accordance with our cookie policy.

3.3 If you do not agree to the terms set out in these Terms of Use, you must not use our website.
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4. Availability of our website

4.1 We make no representations and provide no warranties that:

(a) the website will be made available at any specific time or from any specific geographical location;

(b) your access to the website will be continuous or uninterrupted; or

(c) the website will be accessible or optimised on all browsers, computers, tablets, phones or viewing platforms.

4.2 We reserve the right to suspend access to all or part of the website for any reason, including for business or operational reasons, such as improving the appearance or functionality of the website, content updates, periodic maintenance, or to resolve any issues that we become aware of. Wherever we anticipate that we need to suspend access to the website for a considerable period of time, we will try to provide you with prior notice where reasonably practicable.

4.3 Our website is provided for users in the United Kingdom only. Although it may be possible to access the website from other countries, we make no representation that our website is compliant with any legal requirements in force in any jurisdiction other than the United Kingdom, or that the content available on the website will be appropriate for users in other countries or states.
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5. Changes we may make to these Terms of Use and other documentation

5.1 We reserve the right to update these Terms of Use, our privacy policy, our cookie policy and any other documentation referred to in any of these documents from time to time. We may change our Terms of Use and other documentation for any reason, including:

(a) to reflect any changes in the way we carry out our business;

(b) to account for any changes we make to our website, including, without limitation, any new features or functionality we provide, any adjustments to the means by which we provide notices to you, or any changes in the content, purpose or availability of the website;

(c) to accurately describe our current data-processing activities so that you are kept up to date with our latest practices;

(d) to inform you of any changes in the way that we use cookies or similar information-gathering technologies; or

(e) to ensure that our documentation complies and remains compliant with any and all current and future applicable laws, regulations and official guidance.

5.2 If required by law, we will provide you with notice of any changes in these Terms of Use or the other documentation referred to in them by posting a notice on the website and/or by posting an updated version of these Terms of Use or other such documentation on our website with a new effective date stated at the beginning of them.

5.3 By continuing to access our website after we have updated our Terms of Use, Terms of Sale, and other documentation referred to in them, you agree to be bound by those updated versions. You also acknowledge that by continuing to access our website after we have updated our privacy policy and/or our cookie policy, that the practices set out in those updated policies will apply to our handling of your information and our use of cookies and similar technologies.

5.4 You must check these Terms of Use and all other documentation referred to in them each time you access our website in order to ensure that you are aware of the terms that apply to you at that time.

5.5 The date that these Terms of Use and/or any other documents (including our privacy policy and cookie policy) were last amended is set out at the top of that document and is referred to as that document’s “effective date”.
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6. Your account details

6.1 If we provide you with account information such as a user name, identification number, account code and/or password, you must keep such information confidential and secret and not disclose it to anyone. All account information is provided for use by the named account holder only, and not for any other person. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your account information to any third party.

6.2 Where we provide you with the option to select your own login information, including a password, we recommend that you supply login information unique to your own use of this website, and do not use information from other accounts you may hold with other websites or any easily discoverable information about you. You are responsible for any consequences of unauthorised access to your account due to any disclosure of your login information to any third party.

6.3 You must never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You agree that you will not solicit, collect or use the login credentials of other individuals. We prohibit the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy.

6.4 We reserve the right to withdraw access to your account without notice for any actual or suspected breach of these Terms of Use or any other documentation referred to in them, including, without limitation, where we suspect that there has been unauthorised access to your account, or any unauthorised disclosure of your login information.

6.5 If you know or suspect that the confidentiality of your login information has been compromised, for example, by the disclosure of such information to any third party, you must immediately change your password. If you are unable to change your password, you must immediately notify us by email, at sales@cdrelectrical.co.uk.
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7. Ownership of material on our website

7.1 All trade marks, service marks, trade names, logos, copyright and other intellectual property rights in our website and its content are either owned by us or licensed to us. All such rights are protected by intellectual property laws around the world, and all rights are reserved. Any use of the website and its contents, other than as specifically authorised herein, is strictly prohibited. Any rights not expressly granted herein are reserved by us.

7.2 The trade marks, service marks, trade names, logos and other branding owned by third parties and used or displayed on or via our website (collectively, “Third Party Mark(s)”) may be trade marks of their respective owners, who may or may not endorse or be affiliated with or connected with us. Except as expressly provided in these Terms of Use, or in terms provided by the owner of a Third Party Mark, nothing in these Terms of Use or on or via the website should be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of our or any Third Party Marks that are used or displayed on the website, without the respective owner’s prior written permission, in each instance. All goodwill generated from the use of our trade marks will benefit us exclusively.
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8. Information and content on our website provided on non-reliance basis

8.1 Our website is made available to you in order to provide you with general information about us, our business, and any products or services that we offer from time to time. We do not make our website available for any other purposes, except as expressly provided in these Terms of Use.

8.2 The content on our website is not intended to be construed as advice. You must not rely on any of the content of our website for any purposes whatsoever, and you must seek your own independent professional advice before deciding to take any course of action on the basis, whether in whole or in part, of any of the content available on our website at any time.

8.3 We make no representations and provide no warranties whatsoever, whether express or implied, that any of the content or materials available on our website from time to time are accurate, up to date or complete.
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9. Permitted use of materials on our website

9.1 The content on our website is provided for your personal, private and non-commercial use only. You may print or share the content from our website for lawful personal, private and non-commercial purposes, and you may also make others within your organisation aware of the content on our website. You may not otherwise extract, reproduce or distribute the content of our website without our prior written consent.

9.2 Whenever you print, download, share or pass on content from our website to others, you must not make any additions or deletions or otherwise modify any text from our website, you must not alter or change any images, media or graphics from our website in any way, you may not remove any accompanying text from such images, media or graphics, and you must ensure that all content passed on to any third party is an accurate representation of the content as it appears on our website.

9.3 You are prohibited from using any robots, spiders, data mining or scraping technology or any similar third party tools for the extraction or reproduction of any data or content from our website without our prior written consent.

9.4 Whenever you pass on any content or materials from our website to anyone, you must acknowledge us as the authors of such content or materials (or any other authors wherever credited by us) at the time when you pass on such content or materials.
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10. Prohibited uses of our website

10.1 You must not reproduce, duplicate, copy or resell any part of our website or any content from our website, save and except to the extent expressly permitted in these Terms of Use.

10.2 You must not, without our prior written consent, access, interfere with, damage or disrupt in any way our website or any part of it, our systems, any of our hardware or equipment or any networks on which our website is hosted, any software that we use to create or modify the website or to make the website available to you, or any hardware, equipment, network, server, software or technology owned or operated by us or any third party.

10.3 You must use our website for lawful purposes only and in accordance with these Terms of Use. You must not use our website:

(a) for any purpose that is unlawful or that in any way breaches any applicable laws or regulations, whether local, national or international;

(b) for any fraudulent purposes whatsoever;

(c) to conduct any unsolicited or unauthorised advertising or direct or indirect marketing to anyone by any means, or to otherwise spam, communicate with or market to anyone any goods, services or business not authorised by us;

(d) to upload, host or transmit any viruses, malware, adware, spyware, worms, Trojan horses, keystroke loggers, spyware, logic bombs, time bombs or any other harmful programs or code which could adversely affect the use or operation of the website, our hardware or systems, or the computers, tablets, phones or other devices of any users or other third parties, or to upload any content or materials containing any such content;

(e) to communicate with, harm or attempt to harm children in any way; or

(f) in any way or for any purpose that breaches these Terms of Use or the terms of any of the documents these Terms of Use refer to.

10.4 You must not submit any information about you to us if you are under the age of 18, or about any other person who is either:

(a) under the age of 18; or

(b) if they are aged 18 or above, where you have not received their prior written consent to submit information about them to us.

10.5 You must not submit to us any information which is considered ‘sensitive personal information’. ‘Sensitive personal information’ is information about you or any other person which reveals your or their racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or which is genetic data, biometric data, information which concerns your or their health, sex life or sexual orientation.

10.6 If you accidentally or intentionally submit such information to us, you will be considered to have consented to our processing of that information on the basis of Article 9(2)(a) of the General Data Protection Regulation (Regulation (EU) 2016/769).
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11. Viruses and other harmful content

11.1 We do not guarantee that our website does not contain viruses or other malicious software. However, we do make reasonable efforts to prevent such viruses or bugs from being uploaded to our website.

11.2 We shall not be responsible for any bugs or viruses on our website, or any software that might be transferred to your computer from our website, or any consequences which the presence or operation of such programs may have.

11.3 You must ensure that you have in place up-to-date and effective anti-virus protection on your computer or other browsing device.

11.4 You must not upload or otherwise introduce to our website any viruses, malware, spyware, adware, Trojan horses, worms, logic bombs, time bombs, keystroke loggers or any other programs or code that is harmful or malicious.

11.5 You must not use any third parties, software or technology to attempt to gain unauthorised access to our website, our servers, systems, hardware, software or data.

11.6 You must not attempt to perform any denial of service type attack on our website.

11.7 You must not perform any action which would contravene the Computer Misuse Act 1990.

11.8 We may report any breach or suspected breach of this clause 11 (Viruses and other harmful content) to the relevant authorities and may disclose your identity.
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12. Links to other websites

12.1 Links to third party content or websites may appear on our website from time to time. We are not responsible for the content of any websites accessible via any link(s) on our website. All content on third party websites is outside of our control, and we do not represent or warrant that such content is related to us or our website, suitable or appropriate for use or viewing, lawful or accurate.

12.2 Any third party website accessible via a link on our website may collect and process your information. We are not responsible for any data-processing activities carried out by any third party website which is linked to from our website, and we disclaim any and all liability in respect of the same. You should check the privacy policy of any such third party to establish how they may use your information before you decide to use their website and its features.
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13. Links to our website

13.1 You may not link to our website without our prior written consent.

13.2 Where you have obtained our consent to link to our website:

(a) you may provide links to our website on other websites owned by you, provided that such websites and the use of any links to our website comply with these Terms of Use;

(b) wherever you post a link to our website on any other website, you agree that you will do so in an appropriate manner, and not in any way which is defamatory or disparaging towards us, which misrepresents us or our business, or which causes any harm whatsoever to us or our business; and

(c) you must not link to our website in order to suggest any form of joint venture, partnership, collaboration, affiliation, business relationship, approval or endorsement in connection with us where none exists and in any event, without having first obtained our prior written consent.

13.3 We may withdraw permission to link to our website at any time. In the event that we withdraw permission to link to our website and inform you of the same, you must immediately remove or cause to be removed any links to our website.
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14. Exclusions and limitations of liability

14.1 We do not exclude our liability to you where it would be unlawful to do so, for example, for death or personal injury caused by our negligence. If applicable law does not allow all or any part of the below limitations of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.

14.2 If you purchase goods or services from us, different exclusions of liability may apply. These are contained in our Terms of Sale.

14.3 Subject to the aforesaid, in no event shall we (including our parents, subsidiaries, affiliates, officers, directors, members, employees or agents) under any circumstances whatsoever be liable to you for any loss, damage (whether direct, indirect, punitive, actual, consequential, incidental, special, exemplary, or otherwise) costs, expenses, liabilities or penalties, whether in contract, tort, breach of statutory duty or otherwise, whether foreseeable or unknown, arising from, in connection with or relating to:

(a) your use of our website;

(b) any corruption or loss of data;

(c) any inability to access our website, including, without limitation, any interruptions, suspension or withdrawal of our website (for any reason whatsoever);

(d) any use you make of any content or materials on our website, including any reliance you make on such content or material;

(e) any loss of savings, profits, sales, business or revenue;

(f) any loss of reputation or goodwill;

(g) any loss of a chance or opportunity; or

(h) any other secondary, consequential or indirect losses,

and even if we have been advised of the possibility of such loss or damage, without limitation, you assume and shall be liable for the entire cost of all necessary servicing, repair or correction in the event of any such loss, damage, costs, expenses, liabilities or penalties arising.

14.4 We shall not be liable for any damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

14.5 You specifically agree that we shall not be liable for any content or the defamatory, offensive or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

14.6 You agree that in the event that you incur any damages, losses or injuries arising out of, or in connection with, our acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, service, property, product or other content owned or controlled by us, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any website, property, product, service, or other content owned or controlled by us.

14.7 To the extent that any of the provisions of this clause 14 (Exclusions and limitations of liability) are unenforceable as outright exclusions of liability, they shall be construed as limitations on liability, limiting our liability to you to the maximum extent permitted by law.
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15. Indemnification

15.1 You (and also any third party for or on behalf of whom you operate an account or activity on the website) agree to defend (at our request), indemnify and hold us harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal and attorneys’ fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the website or those conducted on your behalf):

(a) your uploads, access to or use of the website;

(b) your breach or alleged breach of these Terms of Use;

(c) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right;

(d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or

(e) any misrepresentation made by you.

15.2 You will cooperate as fully required by us in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without our prior written consent.
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16. Disclaimers

16.1 The website is provided on an “as is”, “as available” and “with all faults” basis. To the fullest extent permissible by law, we do not make any representations or warranties or endorsements of any kind whatsoever, express or implied, as to:

(a) The service;

(b) The website content;

(c) User content; or

(d) Security associated with the transmission of information to the website.

In addition, we hereby disclaim all warranties, express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.

16.2 We do not represent or warrant that the service will be error-free or uninterrupted, that defects will be corrected, or that the service or the server that makes the service available is free from any harmful components, including, without limitation, viruses. We do not make any representations or warranties that the information (including any instructions) on the service is accurate, complete or useful. You acknowledge that your use of the website is at your sole risk. We do not warrant that your use of the website is lawful in any particular jurisdiction, and we specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you to the extent such jurisdiction’s law is applicable to you and these terms of use.

16.3 By accessing or using the website you represent and warrant that your activities are lawful in every jurisdiction where you access or use the service.

16.4 We do not endorse content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of action of any kind or character based upon or resulting from any content.
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17. Age restrictions on use of our website

17.1 Our website and any products or services available on or via the website are not intended for use by individuals under the age of 18.

17.2 If you are under the age of 18, you must not use our website, purchase or attempt to purchase any of our products or services, or submit any information about you or anyone else to us.

17.3 We do not knowingly or intentionally process information about any individual under the age of 18.
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18. Governing law and jurisdiction

18.1 These Terms of Use, any documents they refer to, and any disputes arising from or in relation to them or any documents they refer to, whether contractual or non-contractual, shall be governed by and construed in accordance with English law.

18.2 The courts of England and Wales shall have exclusive jurisdiction over any claims or disputes arising from or in relation to these Terms of Use and any documents they refer to.
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19. Copyright and credit

19.1 The copyright in these Terms of Use is either owned by, or licensed to, us and is protected by copyright laws around the world and copyright protection software. Unless expressly indicated otherwise, all intellectual property rights in this document and elsewhere on our website, including any content on our website, are reserved.

19.2 These Terms of Use are based on a General Data Protection Regulation (Regulation (EU) 2016/769) (“GDPR”) compliant template provided by GDPR Privacy Policy. For further information, please visit gdprprivacypolicy.org.

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Terms of Sale

These Terms of Sale, and any documents referred to herein, set out the terms and conditions which you must consent to in order to purchase goods from us. By placing an order, you agree to be bound by, and to comply with, these Terms of Sale.

These Terms of Sale are effective from 14/05/2018.

CDR Electrical Wholesalers Ltd. will hereafter be referred to as the Seller.

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Contents

1. General
2. Quotations
3. Quotation of prices
4. Payment
5. Delivery
6. Damage or loss in transit
7. Fitneess for purpose
8. Technical advice or assistance or recommendations
9. Force majeure
10. Title of goods
11. Liability
12. Third party industrial rights
13. Trademarks, patents and copyright
14. Proper law

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1. General

Unless otherwise expressly agreed in writing by the Seller, the goods are supplied by the Seller only on these Conditions and no variation of or addition hereto (whether contained in any document emanating for the Buyer or made orally by any person acting or purporting to act on behalf of the Seller) shall have effect unless it is in writing signed by or on behalf of the Seller. If any of these conditions conflict with any conditions stated in the Buyer’s order or the Buyer’s conditions of purchase, these conditions prevail. Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.

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2. Quotations

No quotation issued by the Seller is to be treated as an offer by the Seller but an invitation to treat, open for the period stated therein or when no period is so stated, then within thirty days after the date of the quotation. If an order is placed on the basis of a quotation such order will be treated as an offer subject to these conditions and shall not be binding upon the Seller unless accepted by the Seller in writing. Quotations are subject to the Seller being able to purchase and obtain the necessary materials. All quotations subject to E & O.E. The Seller may from time to time make changes in the specification of the goods in the event of difficulties in obtaining components or raw materials or which may be required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.

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3. Quotation of prices

Quoted prices will be subject to variation according to material costs at the time of manufacture other than for price list items which will be subject to the price ruling on the day of dispatch.

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4. Payment

Unless otherwise agreed the following terms shall apply:

(a) The purchase price shall be payable in full on or before the last day of the calendar month following the month of dispatch. Time for payment shall be of the essence. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

(b) Interest will be charged on all overdue accounts at 4% per annum above the prevailing Bank rate.

(c) Without prejudice to any other rights of the Seller, if any payment from the Buyer is overdue under this or any other contract between the parties the Seller shall have the right to suspend or cancel this or other contracts in its entirety. After 90 days all preferential discounts shall be withdrawn and goods charged at manufacturers current trade prices.

(d) If at any time the Buyer is in default in any of the Terms and Conditions of this contract particularly failure to pay any amounts due by the correct dates all monies payable by the Buyer shall immediately become due.

(e) If any distress execution or other legal process shall be levied upon or served against the Buyer’s property or if the Buyer shall make or offer to make arrangement or composition with its creditors or commit any act of bankruptcy, or if any petition shall be presented or made against the Buyer or if the Buyer is a company any resolution or a petition to wind-up shall be passed or presented or if a receiver or administrative receiver of all or any of its assets shall be appointed (without prejudice to any other rights which the Seller may have) in each or every such case the Seller shall have the right at any time to suspend or determine the contract or any unfilled part thereof and to cancel any outstanding deliveries to stop any products in transit and notwithstanding any other provisions payment in respect of any delivery already made shall be immediately due and the Seller may exercise all of its rights pursuant to Condition 11.

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5. Delivery

The Seller will use its best endeavours to meet delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage howsoever arising (whether directly or indirectly) out of delay in or failure to make delivery of the goods or any part thereof. UK mainland deliveries are delivered free of charge by normal means at the sellers option. All other deliveries may incur a carriage charge. The goods shall be at the Buyer’s risk as from delivery.

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6. Damage or loss in transit

The Seller is not responsible for damage or loss in transit. Carriers’ receipts should be signed ‘unexamined’ and in the event of damage or shortage notification must be sent within seven days of receipt to both the Carrier and Seller, and the packaging and the contents shall be retained for inspection by the Buyer and/or the Carriers. Goods consigned by parcel post are subject to the Regulations of the Postal Authorities.

In the event of non-receipt of goods by the Buyer within seven days of dispatch, advice or invoice (whichever is earlier) the Buyer shall notify the Seller immediately in writing, on the phone or by fax.

If the Buyer fails to comply with the provisions of this Clause the Buyer shall be liable to pay for the goods undelivered or damaged as though they had been delivered in good condition.

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7. Fitneess for purpose

The Buyer shall determine the fitness of purpose of the good of the Buyers intended use and assume all risks and liability in connection therewith.

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8. Technical advice or assistance or recommendations

The Seller at the request of the Buyer may but without obligation to do so furnish technical advice or assistance or recommendation with reference to the use of the goods or materials sold hereunder on the express condition that any such advice or assistance or recommendation is given and accepted at the Buyers risk and the Seller shall not be liable for any loss or damage cost or claims arising therefrom.

The Seller is not responsible for the consequences of any inadequacies or other deficiencies in any drawing, specification or other information provided by the Buyer to the Seller.

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9. Force majeure

If the Seller is prevented (directly or indirectly) from making delivery of the goods or any part thereof by reason of Act of God, war strikes, lockouts, industrial disputes, fires, explosions, breakdowns, failure of source of supply of materials, shortage or delay in obtaining fuel supplies, interruption of transport, Government action, or any other cause whatsoever outside the Sellers reasonable control, the Seller shall be under no liability whatsoever to the Buyer.

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10. Title of goods

The title in the goods shall remain vested in the Seller and shall not pass to the Buyer until the Seller has received payment of the purchase price in full. Until property in the goods passes to the Buyer the Buyer shall hold the goods and each of them on a 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 its possession and marked in such a way that they are clearly identified as the Seller’s property.

So long as the title in the goods remain vested in the Seller, the Seller shall be at liberty at any time to retake possession thereof and to that purpose to enter upon any premises of the Buyer or any other premises where goods may be.

Notwithstanding that title has not passed to the Buyer the Buyer shall be at liberty to resell the goods but any such resale shall be deemed to be for the account of the Seller and any proceeds thereof whether received from the Sub Buyer or from any Assignee of the debt due from the Sub Buyer shall be held by the Buyer on behalf of the Seller until such time as the purchase price shall be paid in full and shall not be mixed with any other money or paid into any overdrawn bank account and shall at all material times be identified as the Seller’s money.

If prior to the passing of the title therein the Buyer shall process the goods or mix them with other goods ownership of the processed or mixed goods shall forthwith vest in the Seller and shall remain so vested until such time as the purchase price be paid in full.

The Seller shall be entitled to recover the Price plus VAT notwithstanding that property in any of the goods has not passed from the Seller.

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 to the other rights of the seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

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 date that property in 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 other rights of the Seller if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller forthwith become due and payable.

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11. Liability

All conditions guarantees or warranties whether express or implied by statute or common law or otherwise are hereby excluded. Provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as consumer.

The Seller shall not be liable for consequential losses of any kind arising directly or indirectly from or in consequence of the sale of any goods by the Seller or the use of the Sellers goods.

The Seller shall not be liable for any damage to property arising directly or indirectly from any defect in or failure of or unsuitability for any purpose of the goods whether due to any act, omission, negligence of the Seller or its employees or agents or to faulty design, workmanship or materials.

Notwithstanding the foregoing the Seller will supply new goods in exchange for any defective goods or at the Sellers option the Seller will repair defective goods provided that the defect arises under proper and normal use and solely from faulty design, workmanship or materials and provided that written notice giving full details of the alleged defects is received by the Seller within twelve months of the date of the dispatch of the goods.

All terms conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise regarding the quality and/or fitness for purpose of the goods or any of the goods are excluded.

In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the price of the goods.

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12. Third party industrial rights

Where goods are supplied to the Buyer’s drawings, design or specification the Buyer warrants that the manufacture, supply or sale by the Seller will not infringe any Patent or Registered Design or copyright and will indemnify the Seller against all liability for any infringement and against all actions proceedings, claims, costs, demands and expenses in relation thereto.

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13. Trademarks, patents and copyright

All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trademark other than those applied by the Seller be marked on or applied in relation to the goods.

No right of licence is granted under these conditions of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or re-sell the goods.

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14. Proper law

These Conditions and all contracts to which they apply shall in all respects be governed by and construed in accordance with the Law of England and shall be subject to the jurisdiction of the English Courts.

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