YOUR INNOVATION
PARTNER FOR

A SUSTAINABLE
ENVIRONMENT

TERMS AND CONDITIONS OF SALE

 

apps.34961.13510798887621962.47b62c4c-a0c6-4e3c-87bb-509317d9c364.png Download Addex T&C's.pdf

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday).
Buyer: the person, firm, or company who purchases the Goods from the Seller.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.
Contract: the contract between the Seller and the Buyer for the supply of Goods and services (where applicable) in accordance with these Conditions.
Contract Price: the price of the Goods invoiced by the  Seller  to  the  Buyer in accordance with clause 9.3 .
Force Majeure Event: has the meaning given to it in clause 14.1.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights:  all  patents,  rights  to  inventions,  utility  models,  copyright and related rights, trademarks , service marks , trade, business and domain  names , rights in trade dress or get-up, rights in goodwill or to sue for passing  off,  unfair competition rights, rights in designs, rights in computer software, database right,  topography  rights, moral rights, rights in confidential information (including  know-how  and  trade  secrets) and any other intellectual property rights, in each case whet her  registered or  un registered and including all applications for and renewals or extensions  of  such  rights,  and  all similar or equivalent rights or forms of protection in any part of the world.
Order: the Buyer's order for the supply of Goods, as set  out  in  the  Buyer's  purchase order form, or the Buyer's written acceptance of the  Seller's quotation ,  or as the  case may be.
Seller: Beacon Group International Products Limited t/a Addex, its successors or assigns.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions.
2.2 The Seller reserves the right to accept or refuse any order given by the Buyer on the basis of its quotation or otherwise and in the event of the refusal of any order the Seller shall not be liable for any loss or damage arising therefrom or in connection therewith or in relation thereto. The Contract shall come into existence once the order is accepted by the Seller. 
2.3 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods contained in the Seller's catalogues, website listings or brochures are issued or published for the sole purpose of giving an  approximate  idea  of  the  Goods described  in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Seller shall not constitute an offer, and shall be  for  the current  price and  strictly  limited  to  the  type  and  quantity  of  Goods  as  stated  in  the quotation.

3. GOODS

3.1 The Goods are described in the Seller's catalogue or website.
3.2 To the extent that some Goods are to be manufactured in accordance with a specification supplied by the Buyer , the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damage s and losses ( including any direct,  indirect or consequential losses, loss of profit, loss  of reputation and all interest , penalties and legal and other reasonable professional costs and expenses)  suffered  or  incurred  by  the  Seller  in  connection  with any claim made against the Seller for actual or alleged  infringement or a  third  party's intellectual property rights arising  out of or in connection with the Seller's use of the specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Seller's employees  or  agents  are  not  authorized   to   make   any   representations concerning  the Good s unless confirmed by the Seller  in  writing .  The Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
3.4 The Seller is unable to advise the Buyer on the fitness of the Goods for any particular purpose, their storage or application. Unless the Seller gives written advice or a written recommendation the Buyer is entirely responsible for satisfying itself that the Goods are fit for the intended use either by relying on their own expertise or by obtaining professional advice.
3.5 The Seller reserves the right to amend the specification if required by any applicable statutory or regulatory requirements. Dimensions and other physical properties of the Goods are subject to reasonable manufacturing tolerances.
3.6 Some items sold by the Seller are sold by weight based upon the Sellers experience and knowledge that those items when sold by weight will equal a certain quantity. In cases where a Buyer orders a quantity of such items which are sold by weight the Seller gives no guarantee or warranty that the precise number of items will be supplied.
3.7 Some products are supplied by the Seller in the manufacturer’s boxed quantities. The Seller gives no guarantee or warranty that such quantities are accurate and accepts no responsibility for any such discrepancies.

4. DELIVERY OF GOODS

4.1 The Seller shall ensure that: each delivery of the Goods are accompanied by a delivery note.
4.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree  ("Delivery  Location"). Delivery shall be as near as possible to the Delivery Location, where the Seller believes that such place is suitable for unloading during the normal working hours of the Seller on a Business Day.
4.3 Where the Goods are delivered by the Seller, delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. The Buyer shall be solely responsible for the unloading of the Good s and the Seller shall not be liable for any damage that occurs during such unloading. In the event that the same exceeds a period of one hour then demurrage may be charged by the Seller to the Buyer.
4.4 Where  the  Goods  are collected  by   the   Buyer  then  delivery  of  the  Goods  shall be completed upon completion of the loading of the Good s. The Seller shall not be liable for any damage that occurs during the loading or unloading of the Goods.
4.5 Any claims by the Buyer in respect of alleged shortage or damage or loss in transit must be notified to the Seller within 24 hours of delivery and confirmed in writing within three days of delivery taking place. Any evident damage to external packaging must be the subject of an endorsement on the Seller's delivery note at the time of delivery.  No claim ca n be made by the Buyer under this clause if an acceptance note relating to the Goods has been signed by the Buyer or his agent or employee without reference to the alleged damage, shortage or loss in transit.
4.6 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 Whilst every effort will be made to avoid a delay in delivery no responsibility is undertaken by the Seller for meeting any specific delivery dates. Accordingly no liability will be accepted by the Seller for any direct or indirect loss incurred by the Buyer as a consequence of delayed or non- delivery.
4.8 If the Buyer fails to accept or take delivery of the Goods within seven Business Days of the Seller notifying the  Buyer that the  Goods  are  ready, then except  where such failure or delay is caused by a Force Majeure Event or by the Seller's failure to comply with its obligations under the Contract in respect of the Goods: (a) delivery of  the  Goods  shall  be  deemed  to have been completed at 9.00 am on the Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and (b) the Seller shall  store the Goods until delivery takes place, and charge the Buyer on an indemnity basis for all related costs and expenses (including insurance).

4.9 If 28 days after the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not accepted or taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
4.10 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other instalment.
4.11 The Seller shall be under no obligation to make any delivery of Goods to the Buyer if the Buyer is in breach of any of these Conditions.

5. QUALITY OF GOODS

5.1 The Seller warrants that on delivery, and for a period of 12 months from the date of delivery ("Warranty Period"), the Goods shall: (a) be as described in the Seller's catalogue or in any specification as appropriate; (b) be free from  material defects  in design,  material and workmanship; and (c) be of satisfactory quality (within the meaning of  the Sale of Goods Act 1979).
5.2 Subject to clause 5.3  if :  (a) the  Buyer gives  notice  in  writing  during the  Warranty  Period within a reasonable time of discovery that some or all of the Goods do  not comply with the warranty set out in clause 5.1; (b) the Seller is given a reasonable opportunity of examining such Goods; and (c) the Buyer (if asked to do so by the Seller)  returns such  Goods  to the Seller's place of business at the Buyer's cost, then the Seller shall , at  its option ,  repair or replace the defective Goods, or refund  the  price of the defective Goods in full.
5.2 The Seller shall not be liable for the Goods' failure to comply with the warranty in clause
5.3 if: (a) the Buyer makes any further use of  such  Goods  after  giving  a  notice  in accordance with clause 5.2; (b) the defect arises because the Buyer failed to follow the manufacturer's oral or written instructions as to the storage, installation , commissioning, use or maintenance of the Goods or (if there are  no ne )  good  trade  practice;  (c)  the  defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer; (d) the Buyer alters or repairs such Goods without  the  written  consent  of  the Seller; (e) the defect arises as a result of fair wear and tear, willful damage, negligence , or abnormal working conditions and storage; or (f) the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or
(g) The Buyer has not paid in full for the Goods.
5.4 Except as provided in this clause 5.4, the Seller shall have no liability to the Buyer in respect of the Good s' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Seller under clause 5.2.

6. RETURNS

6.1 Goods returned at the Buyer’s request not on the Seller's own or contracted vehicle shall be at the Buyer’s risk regarding insurance for a value not less than the full invoice price.
6.2 Subject to clause 5 specifically ordered or non-stock items are not returnable.
6.3 Costs of collection and re-delivery of replacement items will be met by the Buyer unless attributable to the negligence of the Seller. Only Goods returned in saleable condition can be accepted for credit.  The Seller reserves the right to levy a re-stocking and handling charge. All returns must be sanctioned by the Seller prior to Goods being brought back.

7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Buyer on completion of delivery where the Goods are delivered by the Seller. Where the Goods are collected by the Buyer, the risk in the Goods shall pass to the Buyer when the employees or agents of the Seller have completed loading to the satisfaction of the vehicle's driver.
7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods that the Seller has supplied to the Buyer.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary  basis  as  the Seller's  Bailee;  (b) store the Goods separately from all other goods  held by the Buyer so that they remain readily identifiable as the Seller's property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods ;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their  full  price on the  Seller's behalf from  the date of delivery;  (e)   notify the Seller immediately if  it becomes subject to any of the events listed in clause 1 2.1 ; and (f) give the Seller such information relating to the Goods as the Seller may  require  from  time  to time, but the Buyer may resell or use  the  Goods  in  the ordinary  course  of  its  business  provided that any such sale of the Goods shall take place as the Seller's Bailee and that the entire proceeds of sale are held in  trust for the Seller and shall not  be  mingled with other monies or paid in to any overdrawn bank account.
7.4 If before title to the Goods passes  to  the  Buyer  the  Buyer  becomes  subject  to  any  of  the events listed in  clause 12.1 , or the Seller reasonably believes that any such event is about to happen and notifies the  Buyer accordingly,  then,  provided  the Goods  have  not  been  resold, or irrevocably incorporated in to another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails  to do so  promptly, enter any premises of the  Buyer or of any third party where the Goods are stored in order to recover them.

8. BUYER'S OBLIGATIONS

8.1 The  Buyer   shall: (a)  ensure  that  the  terms   of  the  Order  and  any   specification   are complete and accurate; and (b) in the event that the  Goods do  not  accord with the Order, the Buyer must  notify  the  Seller within  24  hours  from  the  date  of  delivery and be confirmed in writing  to  the  Seller  within  three  days,  failing  which  the  Buyer will be deemed to have accepted the Goods.

9. CHARGES AND PAYMENT

9.1 The price for Goods shall be the price set out in the Order or if no price is quoted, the price set out in the Seller's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods which shall he paid by the Buyer when it pays for the Goods.
9.2 The Seller reserves the right to increase the price of the Goods by giving notice to the Buyer at any time before delivery, to reflect any increase in  the  cost of the Goods to the Seller that is due to: (a) any factor beyond the control of the  Seller (including  foreign  exchange fluctuations , increases in taxes  and  duties, and increases in  labour, materials and other manufacturing costs); (b) any request by the Buyer to change the de livery date (c), the number of deliveries, quantities or types of Goods ordered, or any specification; or (d) any delay caused by any instructions of the Buyer in respect of the Goods or failure of the Buyer to give the Seller adequate or accurate  information or instructions in respect of the Goods.
9.3 The Seller shall invoice the Buyer on or at any time after completion of delivery of the Goods.
9.4 The Seller shall have the right to invoice the Buyer by e-mail. Where invoices are sent out using electronic mail they will be deemed to have been received by the Buyer on the date when they are sent provided that the electronic mail is transmitted between the hours of 9.00am and 5.00pm on a Business Day. If the invoice is sent by e-mail from the Seller to the Buyer outside the above times then the Buyer will be deemed to have received the invoice on the next Business Day.
9.5 The Buyer shall pay each invoice submitted by the Seller: (a) as per agreed account terms, with the default being 30 days after the invoice issue date; and (b) in full and in cleared funds to a bank account nominated in writing by the Seller, and time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (" VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect  of  VAT  as  are  chargeable on  the  supply  of  the  Goods  at the  same time  as payment is due for the supply of the Goods.
9.7 Without limiting any other right or remedy of the Seller, if the Buy e r fails to make any payment due to the Seller under the Contract by the due date for payment (“Due Date”), the Seller shall have the right to charge interest on the overdue amount at the rate of 2% per month of the Contract Price from the Due Date until the date of actual payment of the overdue amount , whether before or after judgment.
9.8 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
9.9 Non- payment by the Buyer  by the  Due Date  shall entitle the Seller to  demand payment of  all  outstanding balances under the Contract or  any  other  contract  or  agreement be twee n the parties whether due or not and  to  cancel  forthwith  any outstanding  orders and credit facilities without prejudice to all other rights the Seller may have.
9.10  The  Buyer  must  pay  to  the  Seller  all  and  any  reasonable  expenses and  legal  costs incurred by the Seller in taking any steps, including Court action , to enforce the Buyer's obligations under the Contract for the payment  of any monies  owed  by  the  Buyer to  the Seller..

10. CONFIDENTIAL INFORMATION

10.1 Neither party shall during and after termination of this Contract, without the prior written consent of the other party use or disclose to any other party any information of the other party which is identified as confidential or which is confidential by its nature. This clause 10 s hall survive termination of the Contract.

11. LIMITATION OF LIABILITY: THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1 Nothing in these Conditions shall limit or exclude the Seller's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms  implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 ( title and quiet possession); or (e) defective products under the Cons um e r Protection n Ac t 1 987; or (f) if a consumer, rights under the Consumer Contract Regulations 2014.
11.2 Subject to clause 11.1: (a) the Seller shall under no circumstances whatever be  liable to the Buyer, whether in contract, tort (including negligence ), breach of statutory duty, or otherwise , for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) the Seller r's total liability to the  Buyer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise , s hall in no circumstances exceed the Contract Price..
11.3 Under the Waste Electrical and Electronic Equipment (WEEE) Regulations, the Buyer accepts the responsibility for the recovery and environmentally sound treatment and disposal for all electronic goods purchased from the Seller.
11.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.5 This clause 11 shall survive termination of the Contract.

12. TERMINATION

12.1 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving writ ten notice to the other party if: (a) the Buyer defaults in any of its payment obligations; (b) the Buyer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing of the breach; (c) any distress or execution is levied upon any assets of the Buyer; (d) a winding up petition is filed in relation to the Buyer, or where the Buyer is an individual, they become subject to a bankruptcy petition or order; (e) the Buyer makes a resolution for its winding up, makes an arrangement  or composition with its creditors or makes an application to a Court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Buyer; (f) the financial position of  the  Buyer  deteriorates  to  such  an  ex tent  that  in  the opinion of  the  Seller the capability of the Buyer adequately to fulfil its obligations in accordance with the Contract has been placed in jeopardy; or (g) the Buyer suspends, or threatens  to suspend, payment of its debts and/or threatens to suspend, ceases or threatens to cease  to  carry  on  all  or substantially the whole of its business.
12.2 Without limiting its other rights or remedies, the Seller may terminate the Contract: (a) by giving the Buyer 14 days' written notice; or (b) with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, the Seller shall have the right to suspend all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if: (a) the Buyer fails to pay any amount due under this Contract on the due date for payment; or (b) the Buyer becomes subject to any of the events listed in clause 12.1, or the Seller reasonably believes that the Buyer is about to become subject to any of them.

13. CONSEQUENCES OF TERMINATION

13.1 On termination of the Contract for any reason: (a) the  Buyer shall  immediately  pay  to the  Seller all of the Sellers outstanding unpaid invoices and interest; (b) the accrued rights and remedies of the Seller as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14. GENERAL

14.1 Force majeure:
(a) For the purposes of this Contract, "Force Majeure Event" means  an event  beyond  the  reasonable control of the Seller  including  but  not  limited to strikes ,  lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or  machinery,  fire,  flood,  storm  or  by  any  failure  of  the Seller’s subcontractors to supply the Seller. 
(b) The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 14 days, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
14.2 Assignment and subcontracting:
(a)The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.3 Data and Data Protection:
(a) The Seller ma y use any information that the Buyer has provided to the Seller  to enable a search to be made with credit reference agencies to assess the credit worthiness of the Buyer and to search against any personal credit records of all directors and/or  proprietors of  the  Buyer  (in  respect  of  which  the  Buyer  confirms   that  all   necessary  consents  from the individuals have been obtained)  where the Buyer has sought or has entered in to credit terms with the Seller. Such searches may include a search against current or previous addresses in the last three years
(b) For the purposes of credit referencing, fraud prevention and any money laundering regulations that may apply, the Seller  may  share  the  account  information and  trade  history with other lenders and credit reference agencies . The Seller may from time to time review the account of the Buyer, and further searches of credit reference agencies and/or personal cred it record searches  may be undertaken by the Seller.
(c) Under the Data Protection Act those individuals referred to in clause l4. 3 (a) above have the right to apply for a copy of the information about them held by the Seller, and have the right to correct any inaccuracies in any such information held.
14.4 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if  it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Seller in exercising any right or remedy under  the  Contract or by  law  shall constitute  a  waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.5 Severance:
(a) lf a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required,  be dee med deleted, and the  validity and enforceability of the other provisions of the Contract shall not be affected .
(b) If any in valid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.6 No partnership:
(a) Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Seller.
14.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and  the parties irrevocably submit to the exclusive jurisdiction of  the courts of England and Wales.