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Home / Terms & Conditions
Conditions of sale
1. Interpretation
1.1 In these Conditions:
"Buyer" means the person who accepts a quotation of the Seller for
the sale of the Goods or whose order for the Goods is accepted by the
Seller and who makes payment for the Goods.
"Goods" means the goods (including any instalment of the goods or any parts for
them) which the Seller is to supply in accordance with these Conditions.
"Seller" means English Shaving Company, a company organised and existing under
the laws of England, having its principal place of business at 6 Morpeth Street,
Sheffield, S3 7JL, England.
"Conditions" means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any special terms
and conditions agreed in Writing between the Buyer and the Seller.
"Contract" means the contract for the purchase and sale of the Goods.
"Writing" includes telex, cable, facsimile transmission, e-mail, web-site and
comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute
shall be construed as a reference to that provision as amended, re-enacted
or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not
affect their interpretation.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in
accordance with any written quotation of the Seller which is accepted
by the Buyer, or any written order of the Buyer which is accepted by
the Seller, subject in either case to these Conditions, which shall govern
the Contract to the exclusion of any other terms and conditions subject
to which any such quotation is accepted or purported to be accepted,
or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing
between the authorised representatives of the Buyer and the Seller.
2.3 Any advice or recommendation given by the Seller or its employees or agents
to the Buyer or its employees or agents as to the storage, application or use
of the Goods which is not confirmed in Writing by the Seller is followed or
acted upon entirely at the Buyer's own risk, and accordingly the Seller shall
not be liable for any such advice or recommendation which is not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other document or information
issued by the Seller shall be subject to correction without any liability on
the part of the Seller.
3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by
the Seller unless and until confirmed in Writing by the Seller's authorised
representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy
of the terms of any order (including any applicable specification) submitted
by the Buyer, and for giving the Seller any necessary information relating
to the Goods within a sufficient time to enable the Seller to perform the Contract
in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the
Goods shall be those set out in the Seller's quotation (if accepted by the
Buyer) or the Buyer's order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to
the Goods by the Seller in accordance with a specification submitted by the
Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs
and expenses awarded against or incurred by the Seller in connection with or
paid or agreed to be paid by the Seller in settlement of any claim for infringement
of any patent, copyright, design, trade mark or other industrial or intellectual
property rights of any other person which results from the Seller's use of
the Buyer's specification.
3.5 The Seller reserves the right to make any changes in the specification
of the Goods which are required to conform with any applicable statutory
or EC requirements or, where the Goods are to be supplied to the Seller's
specification, which do not materially affect their quality or performance.
In the case of the latter, the Seller shall notify the Buyer before delivery
before delivery than a change in the specification of the Goods ordered has
been necessary. Where such notification has been given by the Seller, the
Buyer shall have the right to cancelÊits order and claim a full refund
if it informs the Seller of this in Writing within 3 days of the date of
the Seller's notification or the date of delivery of the Goods, whichever
is the later.
3.6 No order which has been accepted by the Seller may be cancelled by the
Buyer except with the agreement in Writing of the Seller and on terms that
the Buyer shall indemnify the Seller in full against all loss (including loss
of profit), costs (including the cost of all labour and materials used), damages,
charges and expenses incurred by the Seller as a result of cancellation.
4. Price of the goods
4.1 The price of the Goods shall be the Seller's quoted price or, where
no price has been quoted (or a quoted price is no longer valid), the
price listed in the Seller's published price list current at the date
of acceptance of the order. Where the Goods are supplied for export from
the United Kingdom, the Seller's published export price list shall apply.
All prices quoted are valid for 30 days only or until earlier acceptance
by the Buyer, after which time they may be altered by the Seller without
giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time
before delivery, to increase the price of the Goods to reflect any increase
in the cost to the Seller which is due to any factor beyond the control of
the Seller (such as, without limitation, alteration of duties, significant
increase in the costs of labour, materials or other costs of manufacture),
any change in delivery dates, quantities or specifications for the Goods which
is requested by the Buyer, or any delay caused by any instructions of the Buyer
or failure of the Buyer to give the Seller adequate information or instructions.
If it becomes necessary to increase the price under this clause, the buyer
shall have the right to cancel its order and claim a full refund if it informs
the Seller of this in Writing within 3 days of the date of such notification
by the Seller or the date of delivery, whichever is the later.
4.3 Except as otherwise stated under the terms of any quotation or in any price
list of the Seller, and unless otherwise agreed in Writing between the Buyer
and the Seller, all prices are given by the Seller on an ex works basis, and
where the Seller agrees to deliver the Goods otherwise than at the Seller's
premises, the Buyer shall be liable to pay the Seller's charges for transport,
packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer
shall be additionally liable to pay to the Seller, where applicable.
4.5 The cost of pallets and returnable containers will be charged to the Buyer
in addition to the price of the Goods, but full credit will be given to the
Buyer provided they are returned undamaged to the Seller within 7 days.
5. Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer
and the Seller, the Buyer shall make payment for the Goods by credit
card or other method of payment stipulated as acceptable by the Seller
as soon as the Buyer's written order is accepted by the Seller or the
Seller's written quotation is accepted by the Buyer, as the case may
be.
5.2 The Buyer shall pay the price of the Goods at the time specified in Clause
5.1 notwithstanding that delivery may not have taken place and the property
in the Goods has not passed to the Buyer. The time of payment of the price
shall be of the essence of the Contract. Receipts for payment will be issued
only upon request.
5.3 If the Buyer fails to make payment immediately as described in clause 5.1
above then, without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled to:-
5.3.1 cancel the contract and/or suspend any further deliveries to
the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods
(or the goods supplied under any other contract between the Buyer
and the Seller) as the Seller may think fit (notwithstanding any
purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (before any judgement) on the amount
unpaid, at the rate of 5 per cent per annum above Midland Bank base rate
from time to time, until payment in full is made (a part of a month being
treated as a full month for the purpose of calculating interest).
6. Delivery
6.1 Delivery of the Goods shall be made at the Buyer's address.
6.2
The Seller shall agree a date for delivery of the Goods with the Buyer
and shall inform the Buyer as soon as is reasonably practicable if
delivery on that date will not, as far as it is aware, be possible.
In the event of this happening, the Seller shall agree another date
for delivery of the Goods with the Buyer and, if this is not possible,
the Buyer shall be entitled to claim a full refund. The Seller shall
not be liable for any delay in delivery of the Goods however caused.
Time for delivery shall not be of the essence of the Contract unless
previously agreed by the Seller in Writing. The Goods may be delivered
by the Seller in advance of the quoted delivery date with the agreement
of the Buyer.
6.3 The Seller is bound by Carriers Terms and shall not be liable in
any way whatsoever for a failure to deliver all or part of the Goods,
where they have been properly dispatched, as a result of loss in transit
of all or part of the Goods.
6.4 In the case of non-delivery of all or part of the Goods for the
reason set out in clause 6.3 above, the Buyer shall notify the Seller
of this fact in Writing within the earlier of 14 days of the order being
accepted by the Seller or the Seller's quotation being acceptedÊby
the Buyer (as the case may be) and 48 hours of the delivery date being provided
by the Seller.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the
Seller adequate delivery instructions at the time stated for delivery (otherwise
than by reason of any cause beyond the Buyer's reasonable control or by reason
of the Seller's fault) then, without prejudice to any other right or remedy
available to the Seller, the Seller may:-
6.5.1 store the Goods until actual delivery and charge the Buyer
for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage and selling expenses) account to the Buyer for the
excess over the price under the Contract or charge the Buyer for any shortfall
below the price under the Contract.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises,
at the time when the Seller notifies the Buyer that the Goods are
available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the
Seller's premises, at the time of delivery or, if the Buyer wrongfully
fails to take delivery of the Goods, the time when the Seller has
tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Conditions, the property in the Goods
shall not pass to the Buyer until the Seller has received in cash
or cleared funds payment in full of the price of the Goods and all
other goods agreed to be sold by the Seller to the Buyer for which
payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer,
the Buyer shall keep the Goods separate from those of the Buyer and third
parties and properly stored, protected and insured and identified as
the Seller's property.
7.4 Until such time as the property in the Goods passes to the Buyer
(and provided the Goods are still in existence and have not been resold),
the Seller shall be entitled at any time to require the Buyer to deliver
up the Goods to the Seller.
8. Warranties and liability
8.1 Subject to the conditions set out below the Seller warrants that
the Goods will correspond with their specification at the time of delivery
and will be free from defects in material and workmanship for a period
of 12 months from the date of their initial use or 12 months from delivery,
whichever is the first to expire.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect
in the Goods arising from any drawing, design or specification supplied
by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising
from fair wear and tear, wilful damage, negligence, abnormal working conditions,
failure to follow the Seller's instructions (whether oral or in Writing),
misuse or alteration or repair of the Goods without the Seller's approval;
8.2.3 the above warranty does not extend to parts, materials or equipment
not manufactured by the Seller, in respect of which the Buyer shall only
be entitled to the benefit of any such warranty or guarantee as is given
by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except
where the Goods are sold to a person dealing as a consumer (within
the meaning of the Unfair Contract Terms Act 1977), all warranties,
conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined
by the Consumer Transactions (Restrictions on Statements) Order 1976)
the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality
or condition of the Goods or their failure to correspond with the specification
shall be notified and the Goods returned to the Seller within a reasonable
time after discovery of the defect or failure. The Buyer shall then be
entitled to a full refund of the price of the Goods.
8.6 Where any valid claim in respect of any Goods which is based on any
defect in the quality or condition of the Goods or their failure to meet
specification is notified to the Seller in accordance with these Conditions,
the Buyer shall be entitled to a full refund of the price of the Goods.
9. Insolvency of buyer
9.1 This clause applies if:-
9.1.1 the Buyer makes any voluntary arrangement with its creditors
or (being an individual or firm) becomes bankrupt or (being a company)
becomes subject to an administration order or goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction);
or
9.1.2 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
accordingly.
9.2 If this clause applies then, without prejudice to any other right
or remedy available to the Seller, the Seller shall be entitled to
cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Buyer, and if the Goods have been delivered
but not paid for the price shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the contrary.
10. Export terms
10.1 In these Conditions "Incoterms" means the international rules
for the interpretation of trade terms of the International Chamber
of Commerce as in force at the date when the Contract is made. Unless
the context otherwise requires, any term or expression which is defined
in or given a particular meaning by the provisions of Incoterms shall
have the same meaning in these Conditions, but if there is any conflict
between the provisions of Incoterms and these Conditions, the latter
shall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions
of this clause 10 shall (subject to any special terms agreed in Writing between
the Buyer and the Seller) apply notwithstanding any other provision of these
Conditions.
10.3 The Buyer shall be responsible for complying with any legislation or regulations
governing the importation of the Goods into the country of destination and
for the payment of any duties on them.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the
Goods shall be delivered fob the air or sea port of shipment and the Seller
shall be under no obligation to give notice under section 32(3) of the Sale
of Goods Act 1979.
10.5 Payment of all amounts due to the Seller shall be made by credit card
or any other method agreed in Writing by the Seller at the time the Buyer's
order is accepted by the Seller or when the Seller's quotation is accepted
by the Buyer.
10.6 The Buyer undertakes not to offer the Goods for resale in any other country
notified by the Seller to the Buyer at or before the time the Buyer's order
is placed, or to sell the Goods to any person if the Buyer knows or has reason
to believe that that person intends to resell the Goods in any such country.
11. General
11.1 Any notice required or permitted to be given by either party to
the other under these Conditions shall be in Writing addressed to that
other party at its e-mail address, registered office or principal place
of business or such other address as may at the relevant time have been
notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall
be considered as a waiver of any subsequent breach of the same or any other
provision.
11.3 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 affected.
11.4 Any dispute arising under or in connection with these Conditions or the
sale of the Goods shall be referred to arbitration by a single arbitrator appointed
by agreement or (in default) nominated on the application of either party by
the President for the time being of the Law Society of England and Wales.
11.5 The Contract shall be governed by the laws of England, and the Buyer agrees
to submit to the non-exclusive jurisdiction of the English courts.
11.6 This does not affect your statutory rights as a consumer.
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