STANDARD TERMS & CONDITIONS OF TRADING (V280203)
In these Standard Terms and
Conditions Of Trading (“these terms and conditions”),
“Eastgate” means Eastgate Industries Limited and the “Buyer” means the person
or firm or company purchasing the Goods and/or Services from Eastgate. “Goods” means the products which are. The subject of contract of sale
to which these Terms and Conditions apply. “Order” means an order placed
by the supply of Goods and/or services.THESE TERMS
AND CONDITIONS DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF THE BUYER IN
ANY CASE WHERE THE BUYER IS A CONSUMER ACQUIRING GOODS OTHERWISE THAN IN THE
COURSE OF A BUISNESS.
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1.
ACCEPTENCE OF ORDERS 1.1
All orders placed by the Buyer are subject to these Terms and
Conditions which are complete and exhaustive and override any other terms,
conditions and provisions referring to the Goods and/or Services. Any
conflicting terms in documents passing between Eastgate and the Buyer will
have no legal effect. The Buyer acknowledges that it has not relied upon any
representation in placing any order and in entering into any contract with
Eastgate save for representation expressly set out in these Terms and
Conditions. These Terms and Conditions are not capable of being varied,
supplemented, qualified or interpreted by reference to any prior course of
dealings between the parties. 1.2
No contract for sale shall be deemed to have been concluded until
Eastgate has issued an invoice in respect of an Order received (“the
invoice”) or dispatched the Goods, whichever is the earlier, or in the case
of provision of Services until Eastgate has commenced the provision of
Service. 1.3
In the event of inconsistency between the Order and the Invoice, the
invoice shall be conclusive evidence as to the type and quantities of Goods
supplied and/or Services provided. 1.4
Any communication between the parties including without limitation
statements, notices, invoices, and orders can be affected by post, courier,
facsimile, electronic data interchange or other electronic means and shall be
deemed to have been received on the 3rd say after dispatch if sent
by post or courier and immediately after dispatch if sent by facsimile or
electronic means. 2
THE
PRICE
2.1
Subject to clause 2.2 below, the price of the Goods and the price of
services shall be as stated in their respective current price lists as
published by Eastgate from time to time 2.2
Prices are subject to alteration to those ruling at the date of
dispatch of the Goods or in the case of Services the date of commencement of
provision of Services unless otherwise agreed in writing. The Buyer shall be
notified of any changes in price as soon as possible. Where such change
exceeds two percent of the price of the Goods and/or Services, the Buyer
shall have the right to cancel the order provided that such cancellation is
received by Eastgate within 7 days of notification. 2.3
Where the price of the Good is stated by Eastgate to include delivery
it shall include Eastgate’s cost of packaging, insurance and delivery of the
Goods to the Buyer. Unless otherwise indicated, prices are inclusive of 3
PAYMENT
3.1
The Buyer must insure that Eastgate receives payment in full for the
Goods and/or Services immediately, unless otherwise agreed in writing. 3.2
If payment is not received in full when due, the Buyer may be
required to pay interest on the unpaid amount at a rate per annum which is
two percent above the National Westminster Bank plc base Lending Rate at the
time payment is due (or, as prescribed by stature, whichever is the higher)
compounded with three monthly rests. This entitlement to interest will not
preclude Eastgate from pursuing all available remedies for breach of
contract. 3.3
The time for performance of the Buyers obligations (whether as to
payment or otherwise) shall be of the essence of these Terns and Conditions
so that failure to perform shall entitle Eastgate at its option to treat the
relevant contract as repudiated by the Buyer or to delay delivery of the
Goods or suspend the provision of Services until Eastgate is satisfied that
the failure has been corrected 3.4
The Buyer shall make all payments hereunder, free and clear of and
without deduction for, any set-off or counterclaim. 3.5
Without prejudice to the generality of clause 3.1 Eastgate reserves
the right at its discretion to require payment, or such security for payment
as Eastgate may see fit prior to delivery of the Goods or provisions of
Services. 4 PROPERTY AND RISK4.1
Risk of damage to, or loss of, the Goods shall pass to the Buyer: (i) in the case of Goods to be delivered at Eastgate’s
premises, at the time as notified by Eastgate to the Buyer that the Goods are
available for collection; or (ii) in the case of Goods to be delivered
otherwise then at Eastgate’s premises, at the time of delivery or, if the
Buyer wrongfully fails to take delivery of the Goods, the time when Eastgate
has tendered delivery of the Goods. 4.2
Title of the Goods shall remain in Eastgate until full payment of all
monies due from the Buyer to Eastgate has been received in cash or cleared
funds, or title is properly vested in some other person by the operation of
law. Until the title passes, the Buyer shall keep the Goods free from any
charge, lien, or other encumbrance and store the Goods in such a way that
they are easily identifiable as belonging to Eastgate. 4.3
Notwithstanding that title to the Goods has not passed to the Buyer,
the Buyer (acting on his own account and not as an agent of Eastgate) may
resell any Goods in its possession in the ordinary course of its business.
The portion of the proceeds of any such re-sale representing the sum due from
the Buyer to Eastgate (“the resale proceeds”) shall belong to Eastgate until
the Buyer has made full payment for the Goods, and until such time the resale
proceeds shall be held by the Buyer in a fiduciary capacity on behalf of
Eastgate and shall be kept in a separate account without prejudice to
Eastgate’s rights to trace the same if the Buyer fails to keep such proceeds
separate as aforesaid. 4.4
Eastgate may while the owner of the Goods (and without prejudice to
any other right it may have hereunder or at law) demand the immediate return
of the Goods at any time and the Buyer shall forthwith comply with such
demand and bear the expense for the return. 4.5
If the Buyer fails forthwith to return the Goods so demanded by
Eastgate, the Buyer shall permit Eastgate or its successors entitled to the
Goods and their respective employees and agents to enter into any premises
during normal business hours for the purpose of removing the Goods (the cost
of doing which shall be borne by the Buyer) and may sell or otherwise deal
with the Goods. 5 DELIVERY5.1
Time of delivery of Goods and/or performance of Services shall not be
of the essence. Whilst reasonable efforts will be made to adhere to the
agreed dates such dates are estimates only and Eastgate shall not be liable
for any losses, costs, damages or expenses suffered by the Buyer or any other
person or company howsoever arising, whether directly or indirectly, out of
any failure to meet any estimated date. |
5.
DELIVERY (continued) 5.2
Eastgate shall be under no obligation to deliver Goods and/or provide
Services to the Buyer: (i) if the monies payable in
respect of those Goods and/or Services together with other monies due by the
Buyer to Eastgate under any other contracts would in total exceed the credit
limit set by Eastgate for the Buyer from time to time, or (ii) in the
circumstances envisaged in clause 4.5 above. 5.3
Eastgate reserve the right to deliver by installments and treat each
installment as a separate contract. 6 CONDITION OF GOODS6.1
The Buyer shall be entitled to make claim as to
the condition of the Goods, which shall be conditional upon: (i) the giving of a written notice of any defect by the
Buyer to Eastgate within 14 days of the date of the same; (ii) the Goods
having been properly stored and used prior to the discovery of the defect;
and (iii) the Goods not having been subject to any abnormal or improper use
or modification: and (iv) the Goods having been returned at Eastgate’s
request and the Buyer’s cost for inspection in its packaging at such address
as Eastgate may indicate.
6.2
Eastgate shall have no liability to the Buyer if: a defect in Goods
is a result of fair wear and tear, willful damage, neglect, abnormal working
conditions, failure to follow Eastgate’s instructions (whether oral or in
writing), misuse or alteration or repair of the Goods without Eastgate’s
approval; or (ii) the total price for the Goods has not been paid by the due
date for payment. 6.3
Any request to return Goods must be made to Eastgate must be made in
writing, who may in its sole discretion allow or refuse it. If a request is
allowed an authorization notice shall be issued to the Buyer. No Goods will
be accepted for return without a valid authorization notice. All items to be
returned must be securely packed together with all documents and accessories
in the original packaging. 6.4
To the extent that any Goods are covered by any service policy of
Eastgate which is in force at the time of any delivery of the relevant Goods,
Eastgate and the Buyer will act in accor 7
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