STANDARD CONDITIONS OF SALE DEFINITIONS
In these conditions the following expressions shall have the following meanings: “the Company” means Connexion (GB) Limited registered in England No: 30029230 trading as Fresh Office Supplies or any associated Company and also where the
context permits its assigns and any subcontractor of the said Company. “the Contract” means the contract between the Company and the Customer for the sale or supply of Goods. “the Customer” means the person, firm or Company with whom
the Contract is made by the Company. “the Goods” means any goods, equipment, parts, spares, software or any other articles to be supplied by the Company to the Customer under the terms of the Contract.
Unless otherwise agreed expressly in writing by a Director of the Company all Goods the subject of this Contract are sold subject to the following conditions to the exclusion of any conditions of the Customer and no agent or representative of the
Company has any authority to carry or omit these conditions or any of them unless the same is accepted in writing by a Director of the Company.
2.1 All prices are subject to change without notice and subject to the provisions of clause 2.2 the price will be established at the time the order is confirmed by the Company. Price lists do not constitute an offer.
2.2 If the Customer agrees to place an order with the Company for Goods, which are not available for delivery (a “Backorder”), such Backorder shall be irrevocable and be for the price of the Goods at the time the Backorder is taken or confirmed
by the Company. In the event of a price increase either due to a rise in the Company’s supplier’s price to the Company or in any costs to which the Company becomes subject (including any costs resulting from currency fluctuations) the Company
may increase its price to the Customer to such level as is necessary to reflect the increased price or cost to which the Company is subjected.
2.3 Unless otherwise agreed in writing all prices exclude the cost of delivery.
2.4 Unless otherwise stated prices are net and exclusive of VAT which will be charged at the applicable rate.
3.1 Delivery will be deemed to have taken place in accordance with the Contract when delivery of the Goods is made by the Company to the delivery address agreed between the Company and the Customer. The Customer shall not be entitled to
raise any claim for non delivery or short shipment of the Goods unless within 3 working days of the date of the Company’s invoice the Customer gives written notice to the Company providing the Company with full details of the claim. The
invoice for the Goods will be raised by the Company on or after the date of dispatch of the Goods to the agreed delivery address.
3.2 The Company shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery of the Goods, who signs a note in respect of the Goods on behalf of the Customer or the Customer’s
customer (if the Company has agreed to deliver direct to the Customer’s customer) does in fact have the authority.
3.3 Any dates and delivery times quoted for the delivery of the Goods are given in good faith and approximate only and the Company shall not be liable for any delay in delivery of Goods howsoever caused.
3.4 Failure to deliver at the time stated will not be sufficient cause for cancellation and the Company will not be liable for any losses, costs, damages or expenses consequential or otherwise suffered by the Customer.
3.5 Partial delivery of orders by the Company is allowed unless mutually agreed in writing by both parties. Failure by the Company to deliver the rest of the Goods shall not entitle the Customer either to treat the order as a whole repudiated or to
refuse to accept delivery of any other order or delivery from the Company.
3.6 If the address for delivery of the Goods agreed between the Customer and the Company is for delivery by the Company directly to the Customer’s customer then for all purposes in connection with these Conditions any such direct delivery
shall be deemed to be delivery to the Customer and any refusal by the Customer’s customer to accept such delivery shall be deemed to be a refusal by the Customer.
3.7 The Customer shall bear all costs associated with the unjustified refusal of Goods delivered. If the Goods are refused on the grounds that the Customer wrongly placed the order, and the Company accepts the refusal, then the Company
reserves the right to charge additional fees for the return transportation and administrative expenses related thereto.
4. TERMS AND PAYMENT
4.1 Unless the Company shall have previously agreed in writing with the Customer that the Goods shall be supplied on approved credit terms payment for the Goods shall be made in full by the Customer either with the Customer’s order or on
delivery or collection of the Goods as determined by the Company in writing prior to acceptance of the Customer’s order.
4.2 Where the Company has agreed to supply the Goods on credit and unless otherwise agreed in writing by the Company the Customer shall pay the price of the Goods within 30 days of the date of the Company’s invoice notwithstanding that
the property in the products has not passed to the Customer. Invoices will be dated the day of dispatch of the Goods. The Company shall be entitled at its absolute discretion to alter payment terms (other than on concluded contracts) and
withdraw, suspend or alter credit limits or terms of credit granted at any time without notice.
4.3 The time of payment of the price shall be of the essence of the Contract. If the Customer fails to make payment on the due date for payment or if there is any default or refusal on the part of the Customer to take due delivery of any Goods
all monies owing (whether due or not) by the Customer to the Company shall become immediately due and payable and then without prejudice to any other right or remedy available to it the Company shall be entitled to:
4.3.1 suspend any further deliveries of Goods to the Customer or terminate the Contract or suspend any services being provided to the Customer.
4.3.2 appropriate as the Company in its absolute discretion thinks fit any payments made by the Customer to any of the Goods (notwithstanding any purported appropriation by the Customer).
4.3.3 charge interest calculated on a daily basis on all unpaid sums due to the Company from the Customer at the rate of 8% per annum above National Westminster Bank Plc base rate from time to time (whether before or after judgment)
calculated from the due date of payment until receipt by the Company.
4.4 The Customer will pay all costs and expenses, including without limitation, legal and other debt collection expenses incurred by the Company in recovering and attempting to recover all or any amounts due to the Company from the Customer.
4.5 All payments must be made without any deduction or set off of any kind.
5. PASSING OF RISK AND PROPERTY
5.1 Risk in the goods shall pass to the Customer on Delivery
5.2 Property in the Goods shall remain with the Company until payment in full thereof has been made by the Customer.
5.3 If payment in full is not made in accordance with these terms and conditions of trade the Company may require the Customer to return the Goods forthwith and if the requirement is not immediately complied with the Company or a duly
appointed representative shall be entitled at any time and without notice to retake possession of the whole or any part of the goods (and for that purpose to enter the premises occupied by the Customer and sever the Goods from anything they
are attached to without being responsible for any damage thereby caused) without prejudice to any other remedy that may be available to the Company.
6. LOSS OR DAMAGE IN TRANSIT
6.1 When the price quoted includes delivery, and except where the Customer has given special instructions as to carriage or delivery and delivery has been made to the order of the Customer the Company will either repair or replace free of
charge Goods damaged in transit or allow credit.
6.2 The Company shall not be responsible for damage to any of the Goods or loss of the Goods or part thereof in transit unless the Customer gives notice in writing of a claim to the Company and to the Carrier within 3 days of the date on which
the Goods were delivered.
7. SHORTAGES, INCOMPLETE ORDERS, DAMAGED GOODS AND NON-DELIVERY
7.1 No claims for shortages incomplete orders or Goods differing in quantity or description from the particulars specified on the delivery note shall be made unless the Company is notified in writing within 3 days of receipt of the Goods and in the
absence of such notification the Customer shall be deemed to have accepted the Goods.
7.2 No claims for non-delivery shall be made unless the Company is notified in writing within 3 days of receipt of Invoice and in the absence of such notification the Customer shall be deemed to have accepted the Goods.
7.3 If any of the Goods shall be found to be defective and such defects are reported by the Customer in writing to the Company within 14 days of discovery of the defect but in any event within 3 months of delivery of the same the Company may,
subject to the provisions of Clause 9.6 below, at its option either repair or replace any part of the Goods or make an equivalent quantity of the Goods available to the Customer free of charge ex works or repay a corresponding proportion of the
price to the Customer but shall not be under any liability.
8. RETURN OF THE GOODS
8.1 The Customer shall not be entitled to return Goods for credit except by way of a RN number issued at the Company’s discretion. The RN number must accompany paperwork covering agreed returns only. Failure to meet these requirements
will prohibit credit being processed and will lead to product return being categorized as 8.3.
8.2 RN numbers are valid for 15 days. Goods cannot be returned using the RN number after this date. Goods returned after this period will be categorized as 8.3.
8.3 Unauthorised returns (no and/or out of date RN number) cannot be processed. Goods will remain on our premises for 30 days from receipt during which the sender may reclaim and collect his return after prior arrangement with the
Company. After 30 days (from receipt) if unclaimed, the return will be disposed of.
8.4 All returns must be linked to the Company’s invoice.
8.5 The Company acts as a Distributor for the Manufacturer and seeks to apply the Manufacturer’s warranty processes to its Customers in a fair manner. Some Manufacturer’s require direct communication with the Customer on faulty claims, the
Company will advise accordingly in these cases and where other special requirements apply.
8.6 All faulty returns will be tested by the Company. Those found to be faulty and within the Manufacturer’s sell by date will be credited or replaced. Those found not to be faulty or outside the Manufacturer’s sell by date will be deemed
unauthorized, whereupon 8.3 will apply. The Company will advise the Customer if applicable.
8.7 The Company will collect agreed faulty product at it’s expense subject to the Customer’s compliance with the Company’s return procedures. The Company will endeavor to collect the goods within 3 working days. The Customer must ensure
goods are suitably packaged for safe return.
8.8 Goods received damaged (as with delivery discrepancies) must be reported to the Company within 3 days of receipt, return effected via an authorized RN number and at the Company’s expense.
8.9 Agreed returns with an authorized RN number which arise from non Company issues will be credited less a 20% handling charge. Returns of this nature will be arranged by the Customer at the Customer’s expense.
8.10 All returns excluding faulty and damaged in transit must be received back by the Company in a re-saleable condition. Product must be in undamaged and unaltered original packaging. Product must have a minimum of 6 months shelf life.
Failure to meet these criteria will result in product deemed to comply with 8.3.
9. WARRANTIES AND LIABILITY
9.1 Goods are sold by the Company with the benefit of the manufacturer’s or licensor’s published warranty. The Goods are not manufactured by the Company (or where the Goods are computer software, the Company does not publish or license
the software) and all Goods are subject to the conditions set out below in this clause 9
9.2 Liability for defective Goods will only be accepted by the Company to the extent that the Company itself is entitled to make a claim against the manufacturer under the manufacturer’s published terms. Certain manufacturers warranty their
goods directly with the end user, and the Company in such a case will not be obliged to issue any credit for any Goods in respect of which there has been a failure to comply with the manufacturer’s published terms and procedures. Claims for any
allegedly defective Goods shall be made strictly in accordance with the provisions of Clause 9.6 below.
9.3 No liability will be accepted by the Company for any defects arising from willful damage fair wear and tear negligence misuse abnormal working conditions failure to comply with the Company’s or manufacturer’s published instructions
(whether oral or in writing) or any repair or modification of the Goods undertaken without the Company’s prior consent.
9.4 Until the total price for the Goods is paid by the Customer the Company will be under no obligation in respect of the above warranty.
9.5 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of Goods or Goods or services (save, in the case of Goods as to title) are excluded to the fullest extent permitted
9.6 Upon notification by the Customer of any claim in respect of a defect in the quality or condition of the Goods the Company shall either notify the Customer whether the policy of the manufacturer of the Goods is to deal with the Customer
direct in accordance with the manufacturer’s procedures (in which case the Customer shall deal with the manufacturer direct provided the Company gives sufficient details to enable the Customer to do so) or provide the Customer with a “Returns
Note Number” (“RN number”) (in which case the Customer shall return the Goods to the Company in their original unmarked packaging together with full supporting documentation with details of the defect and RN number and the Customer’s
name and address).This clause only applies to such Goods which the Customer is entitled to return to the Company as provided in these conditions.
9.7 In no event shall the Company be under any liability to the Customer whatsoever for any direct or indirect economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to
third parties, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of damage to
data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of the Company, its employees or agents or otherwise).
9.8 The liability of the Company for any direct loss or damage arising from damage to property for which the Company is liable shall be limited to the VAT exclusive price of the relevant Goods in respect of which the claim for damage or loss is
9.9 The Company does not exclude or limit by these conditions any liability the Company may have for death or personal injury caused by its negligence.
9.10 The Company shall not be liable to the Customer for any delay or failure in performance of its obligations or be deemed to be in breach of any contract which is due to or results from any cause beyond the Company’s reasonable control.
Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:-
9.10.1 Delays or defaults of suppliers
9.10.2 Act of God, flood, explosion, tempest, fire, or accident to plant or equipment
9.10.3 War or threat of war, sabotage, insurrection, civil disturbance or requisition.
9.10.4 Acts restrictions regulations byelaws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority.
9.10.5 Import or Export regulations or embargoes.
9.10.6 Industrial actions including strike lock out or other or trade disputes (whether involving employees of the Company or a third party)
9.10.7 Shortages of any stock materials fuel parts or labour whether on behalf of the Company or difficulties of the Company’s suppliers in obtaining any stock, materials, labour, fuel, parts or machinery.
10. INSOLVENCY & TERMINATION
10.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation otherwise than for the purposes
of amalgamation or reconstruction.
10.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer or
10.3 the Customer ceases or threatens to cease carrying on business or
10.4 allows execution or distress to be levied against its property or assets or
10.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly then without prejudice to any other right or remedy available to the Company,
and the Company’s rights to exercise its rights in accordance with clause 5, the Company shall be entitled to immediately cancel the Contract or suspend or withdraw any credit terms or any further deliveries or services under the Contract without
any liability to the Customer and if the Goods have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. GOVERNING LAW
11.1 The Contract shall be governed by and construed in accordance with English law and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
11.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be