Terms And Conditions of Trade
(a) “The Company” means Esports Distribution Ltd of Trade Fair House, 2 West Ct, Enterprise Rd, Maidstone ME15 6JD
(b) “The Customer” means the person, persons or company named on the Agreement overleaf and where more than one shall refer to them as jointly and severally.
(c) “The Goods” means those items described overleaf to be provided by the Company to the Customer.
(d) “The Price” shall mean the amount, payable for the Goods including VAT.
2. Status and Conditions
(a) These provisions shall apply to all Contracts between the Company and the Customer for the supply of Goods from the Company to the Customer not withstanding and to the exclusion of any terms or conditions which the Customer may purport to incorporate under a purchase order, letter of order, and confirmation of order or similar document.
(b) Any and all future orders shall be deemed to be offered by the Customer to contract with the Company pursuant to the terms and conditions unless the Company shall amend these terms or notify the Customer to the contrary.
(c) Any variation to these terms and conditions may only be made in writing by the Company and unless so made shall have no effect.
(d) This Contract is governed by the law prevailing in England and Wales.
(e) All previous representations whether oral or all in writing, and all terms agreed orally or in correspondence and all implications arising from conduct or the previous course of dealing (if there be any such) are hereby cancelled and excluded save to the extent that the same may appear in these conditions.
(f) The Company shall not be liable for any oral or private agreements or arrangements entered into between any employee of the Company and the Customer save where any such agreement or arrangement is covered by these terms and conditions and in any of the case any such agreements or arrangements shall have no effect.
3. Provision for the Supply of Goods
(a) Time is hereby declared not to be the essence of this Contract but the Company undertakes to use its best endeavours to supply the Goods as quickly as possible.
(b) In the event that the Company is unable to meet its obligations in respect of the agreed date for the supply of the Goods this shall form a breach of Warranty only and the Customer shall not be entitled to terminate the Contract or reject the goods. Any damages awarded under this sub-clause shall be limited to £10.00 per day. The Company shall not be liable for any damages at all if the delay is caused by force majeure, Act of God, adverse weather conditions, flooding or any such unforeseen circumstances.
(a) All orders are subject to availability of the goods and the written acceptance by the Company’s authorised representative. Any prior confirmation by the Company by facsimile or telephone shall be deemed to be provisional only.
(a) Catalogues, price lists and other advertising literature or material as used by the Company are intended only as an indication of price and range of goods offered and no prices, descriptions, or other particulars contained therein shall be binding on the Company.
(b) All quoted or listed prices are exclusive of Value Added Tax or any other taxes and are based on the cost to the Company of supplying the Goods to the Customer and if before delivery of the Goods there occurs any increase in any way of such costs in respect of Goods which have not yet been delivered the price payable shall be subject to amendment without notice at the Suppliers discretion.
6. Manufacturers Specification
(a) The Company will not be liable in any respect for any loss of damage caused by resulting from any variation for whatever reason in the Manufacturers specification or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will endeavour to advise the Customer of any such impending variation as soon as it receives notice thereof from the Manufacturer.
(a) In respect of Goods the subject of any warranty or guarantee given the Manufacturer of the same, the Company guarantees to the Customer that such goods will be free from defects caused by faulty materials of poor workmanship for a period of one year. Under this warranty the Company will, at the option, either repair or give a replacement of equivalent quality or issue credit to the Customer for any goods found to be defective because of faulty maintenance by the Company or poor workmanship provided, that:-
i. The company is notified in writing within 7 days of the Customer first discovering any such defects.
ii. The Goods have been used in an appropriate matter and/or as prescribed in the operating instructions (if any).
iii. The defective Goods are returned to the Company at the Customers expense.
iv. Examination by the Company of such Goods discloses the satisfaction that such defects exist and have not been caused by misuse, neglect, accident, improper storage installation or handling or by repair or alteration not affected by the Company.
v. The Goods not having been modified or repaired otherwise than by the Company or otherwise interfered with and
vi. The Customer shall pay to the Company the costs (as certified by the Company) or any such goods as a result of which the Company denies liability.
vii. Esports Distribution Ltd will not be liable for any issues when exporting these goods, the customer remains liable for this. This could be delivery charges above initial rate, import/duty fees, and any other inspection costs.
viii. The company will have to adhere to all food and hygiene regulations in their chosen state/country, we will not be held accountable for any lawful proceedings and advise the customer to check with their local authority of the products use, ingredients before committing to the sale.
8. Return of Equipment
(a) Goods will not be accepted by the Company until a Return Material Authorisation (RMA) number is obtained and the Goods have been returned to us at the Customers expense. All Goods must be returned in good condition and together with all parts and instruction manuals pertaining to the Goods which are being returned.
(b) All goods returned to Esports Distribution Ltd as a return or faulty item must be shipped and insured by the sender. We will not be responsible for goods returned to us that are lost in transit.
Terms and Conditions of Trade
I the undersigned hereby agree these Terms and Conditions of Trade
(a) The price quoted shall be payable by the Customer to the Company within the specified number of days as set out for the avoidance of doubt the Company will regard any invoice which remains unpaid after that time or 30 days from the date of any such invoice rendered the Company to the Customer, whichever is the earlier, as late for the purposes of the remaining parts of this clause and for the avoidance of doubt the date of the invoice shall not refer to the date that the Customer actually received the invoice.
(b) Payment may be made by cash, cheque, bankers draft, debit/credit card or electronic transfer.
(c) The time for payment of the price shall be of the essence.
(d) In the event that the Customer fails to make payment in accordance with the sub-clauses at (a) and (b) above, they shall be liable to the Company for the price, any and all VAT thereon and interest pursuant to the Late Payment of Commercial Debts (interest) Act 1998 at the prevailing rate from time to time there under.
(e) It is hereby agreed that the property of and title to the goods provided by the Company to the Customer under this Contract shall not pass until full payment has been made by the Customer Risk in the Goods will however pass to the customer on delivery. The Customer hereby irrevocably grants permission to the Company for the right to enter onto the Customer’s premises to recover the goods in the event that the Customer fails to make full payment and the Customer hereby acknowledges its obligation and duty to the Company to store any unfitted and separately identifiable goods from other goods brought from other suppliers to that the Company can identify its own particular goods.
(f) The Company shall have the right to re-sell any goods not paid for by the Customer pursuant to Clause (b) above by giving 7 days written notice to the Customer.
(g) Nothing in this clause shall prejudice the right of the Company to claim damages against the Customer in respect of any other unpaid invoice.
10. Exclusion and Limitation
(a) Unless the Customers deals as a consumer within the meaning of Section 12 of the Unfair Contact Terms Act 1977 then all warranties, terms and conditions which provide that the Goods will match a particular description be fit for the purpose or quality of that services be carried out with reasonable care and skill whether implied by common law or statute shall be excluded from this Contract. This shall not apply to as to limit or exclude any liability for death or personal injury caused by the negligence of the Company or its servants or agents.
(b) The Company shall be under no liability to the buyer for indirect or consequential loss sustained by the Customer following breach of this Contract by the Company. Consequential loss shall include, but not be limited to, loss of profit.
(c) In any event, the Company’s liability to the Customer arising out of any breach by the Company of this Contract shall be limited to damages and such damages shall under no circumstances exceed the price.
(d) The Company shall not be liable for the loss of damage to software programme and/or data stored on all types of storage media, repair or upgrade of any goods whether or not the same are under warranty.
(a) Any times quoted for dispatch are to be treated as estimates only and without prejudice, although every endeavour will be made by the Company to adhere to them. Quotations or offers of goods ex stock are subject to the Goods being unsold at the time of receipt of the Customers written order. All dispatch dates are calculated from the date of acceptance of the Suppliers written order.
(a) If and to the extent that any provision or any part of the provision of the Company's standard Terms and Conditions of Trade is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant position (as the case may be) all which remaining provisions shall remain in full force and effect.
(a) The Company shall be under no liability to the buyer for indirect or consequential loss sustained by the Customer following breach of this Contract by the Company. Consequential loss shall include, but not be limited to, loss of profit.
(b) In any event, the Company’s liability to the Customer arising out of any breach by the Company of th is Contract shall be limited to damages and such damages shall under no circumstances exceed the price.
14. Changes to Trading
(a) It is your responsibility to notify us of any change to your company trading style. Notification must be in writing immediately you commence trading under a different style. You will then be sent a new data sheet to continue trading. You must have evidence of our acknowledgement of this change. Failure to do so may involve prosecution via the VAT office to comply with VAT rules on purchase Ledger.
15. Foreign Currencies.
Exchange rate fluctuations for international payments are constant and unavoidable. All refunds are processed in GBP and will reflect the exchange rate in effect on the date of the refund. All refunds are subject to this fluctuation and Esports Distribution Ltd is not responsible for any change in exchange rates between the time of payment and the time of refund.
16. Credit Policy and Payment Information
(a)We are pleased to offer credit terms to qualified parties. Our credit terms are 30 days net from the date of invoice. Statements are sent out at monthly intervals to enable you to check your current invoices paid and due. Accounts with overdue balances will be placed on credit hold. This means that no further goods will be shipped until the account is brought to order. Repeated failure to keep to our credit terms will result in the permanent loss of credit facility. A 3% surcharge will be made for any accounts settled by credit card.
(b)The buyer shall pay the price of the goods on the date specified by the invoice, the balance unpaid shall bear interest and such interest shall be paid by the buyer to the company at the rate of 4 percent over the base rate for the time being of Bank of England until payment of the balance is received in full.