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d&e Office Solutions Terms & Conditions For The Sale Of Goods



1.  INTERPRETATION
1.1  All words appearing in these Terms & Conditions with capital initial letters will have the meaning indicated in the Purchase Order and the words “you” and “us” and their derivatives mean the Buyer and Seller respectively.“Contract” means any contract between you and us for the sale and purchase of the Goods, incorporat­ing the Purchase Order and these Conditions;
“Goods” means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them);
“Purchase Order” means any standard form produced by us and signed by you and us for the order of Goods being described as a purchase order or any order placed by you via the telephone, e-mail or internet.
In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.  In these conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.  In these conditions headings will not affect the construction of these conditions.

2.  APPLICATION OF TERMS
We agree to supply and you agree to accept the  Goods in accordance with the terms and conditions of the Purchase Order, any terms specified by us via the telephone, e-mail or the internet (if your order is placed via such means) and the terms and conditions contained herein.

3.  DESCRIPTION
3.1  The description of the Goods shall be as expressed  in the Purchase Order.  All drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract

3.2  Any description given or applied to the Goods has been given by way of identification only and shall not constitute a sale by description. For the avoidance of doubt, you hereby confirm that you did not rely upon any description when entering into the contract.

4.  DELIVERY
4.1  The Goods shall be delivered, carriage paid (unless otherwise stated), to the delivery address set out in the Purchase Order or to the delivery address given by you at the time of placing your order if you ordered via the telephone, e-mail or internet.

4.2  Any dates specified by us in the Purchase Order or given over the telephone or by e-mail or for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.  If no dates are so specified, delivery will be within a reasonable time.

4.3  Subject to the other provisions of these conditions we will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle you to terminate or rescind the Contract unless such delay exceeds 180 days.

5.  NON-DELIVERY
5.1  The quantity of any consignment of Goods as recorded by us upon despatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

5.2  We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless written notice is given to us within 3 days of the date when the Goods would in the ordinary course of events have been received.

5.3  Any liability of us for non-delivery of the Goods shall be limited to replac­ing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.  RISK/TITLE
6.1  The risk in the goods will pass to you at the moment the goods are despatched by us. If you elect to collect the goods risk will pass when the goods are entrusted  to you or set aside for your collection, whichever happens first.

6.2  Ownership of the Goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to it in respect of:
(a)  the Goods; and
(b)  all other sums which are or which become due to us from you on any account.

6.3  Until ownership of the Goods has passed to you, you must:
(a)  not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(b)  maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction.

6.4  You may resell the Goods before ownership has passed to you solely on the following conditions:
(a)  any sale shall be effected in the ordinary course of your business at full market value; and
(b)  any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
(c)  In the event of a resale You immediately account to us for the balance of any monies due to Us.

6.5  Your right to possession of the Goods shall terminate immediately if:
(a)  You have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (if you are a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or documents are filed with the court for the appointment of your administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding up or for the grant­ing of an administration order in respect of you, or any proceedings are commenced relating to the insolvency or possible insolvency of you; or
(b)  you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
(c)  you encumber or in any way charge any of the Goods.

6.6  We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.

6.7  You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.

7.  PRICE
The price for the Goods shall be the price set out in the Purchase Order or the price stated by us by telephone or e-mail or on the internet (in the absence of manifest error in which case a reasonable price for the Goods will be charged).  The price for the Goods shall be exclusive of any value added tax.

8.  PAYMENT
8.1  Payment of the price for the Goods is due on the last day of the month following the month in which we send you an invoice for the Goods.  For example, if we send you an invoice on any day in June 2005, payment is due on 31st July 2005.

8.2  Time for payment shall be of the essence.

8.3  No payment shall be deemed to have been received until we receive cleared funds.

8.4  All payments payable to us under the Contract shall become due immedi­ately upon termination of this Contract despite any other provision.

8.5  You shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.

8.6  If you fail to pay us any sum due pursuant to the Contract you will be liable to pay interest to us on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. We reserve at our election the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8.7  You agree to repay our reasonable professional and recovery fees incurred by us in the recovery of any sums or goods due to us under this Agreement. If agreement cannot be reached as to what is reasonable you agree to have our professional costs assessed by a court of England and Wales, and to pay  the assessed  costs incurred by us in respect of such assessment. .

9.  QUALITY
9.1  We warrant that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods will:
(a)  be of satisfactory quality within the meaning of the Sale of Goods Act 1994;
(b)  be reasonably fit for their purpose; and

9.2  We shall not be liable for a breach of any of the warranties in condition 9.1 unless: (a)  you give us written notice of the defect, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of the time when you discover or ought to have discovered the defect; and
(b)  We are given a reasonable opportunity after receiving the notice of examining such Goods and you (if asked to do so by us) return such Goods to our place of business at our cost for the examination to take place there.

9.3  We shall not be liable for a breach of any of the warranties in condition 9.1 if:
(a)  you make any further use of such Goods after giving such notice; or
(b)  the defect arises because you failed to follow our oral or writ­ten instructions as to the use or mainte­nance of the Goods; or
(c)  you altered or repaired such Goods without our written consent.

9.4  Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with any of the warranties in condition 9.1 we shall at our option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if we so request, you shall, at your expense, return the Goods or the part of such Goods which is defective to us.

9.5  If we comply with condition 9.4 we shall have no further liability for a breach of any of the warranties in condition 9.1 in respect of such Goods.
9.6  Any Goods replaced will belong to us and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 12 month period.

10.  LIMITATION OF LIABILITY

10.1  Subject to condition 9, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of: (a)  any breach of these conditions; and
(b)  any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2  All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3  Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresenta­tion.

10.4  Subject to conditions 10.2 and 10.3:
(a)  our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price payable by you to us for the Contract; and
(b)  we shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11.  INSTRUCTIONS AND SAFETY ADVICE AND INSURANCE

11.1  You must comply with all instructions and/or safety literature supplied which relates to the Goods.

11.2  You shall keep us indemnified in full against all liabilities, loss, damages, injury, costs and expenses (including legal and other professional

11.3  fees and expenses) awarded against or incurred or paid by us as a result of or in connection with breach by you of the Contract or any of your.obligations, representations and warranties set out in the Contract.

11.4  You shall at all times keep yourself insured with a reputable insurance company against all insurable liability for any Goods to be supplied to you by us under this Contract.

12.  GUARANTEE
12.1  In consideration of us entering into the Contract with you, the Guarantor unconditionally guarantees to us and our successors, transferees and assigns the due and punctual performance and observance by you of all your obligations and representations contained in or arising under the Contract.

12.2  The guarantee contained in this clause 12 shall be a continuing guarantee and indemnity and shall continue in full force and effect until all your liabilities or purported liabilities arising under, and all monies owing or payable or purported to be owing or payable by you under the Contract or arising from any termination of any Contract, have been paid, discharged or satisfied in full and notwithstanding any insolvency of you or any change in your status.

12.3  The Guarantor shall not be exonerated or discharged nor shall their liability be affected by any forbearance, whether as to payment, time, performance or otherwise howsoever, or by any other indulgence being given to you or by any variation of the Contract or by any act, thing, omission or means whatever which, but for this provision, might operate to exonerate or discharge the Guarantor from their obligations under this clause.

13.  FORCE MAJEURE We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by you (without liability to you) if we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 180 days, you shall be entitled to give us notice in writing to terminate the Contract.

14.  GENERAL
14.1  Each of our rights or remedies under the Contract is without prejudice to any other right or remedy which we may have whether under the Contract or not.

14.2  If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unen­forceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3  Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.

14.4  Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

14.5  The parties to this Contract do not intend that any term of this Contract will be enforce­able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6  The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14.7  These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the buyer whether in negotiation or at any stage in the dealings between the parties with reference to the goods with which this contract is concerned. Without prejudice to the generality of the foregoing, the seller will not be bound by any standard or printed terms tendered by the buyer, unless the buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the seller in writing.

15.  COMMUNICATIONS
15.1  All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission to the relevant address set out in the Purchase Order or the address specified by telephone, e-mail or over the internet if the order was placed by such means.

15.2  Communications shall be deemed to have been received:
(a)  if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
(b)  if delivered by hand, on the day of delivery;
(c)  if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day

None of these terms and conditions shall affect your statutory rights.


 
 

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