In the event of any inconsistency between these conditions and those in the buyers purchase order, the former shall prevail.
All prices quoted by ESD Ltd are based upon manufacturers list prices (excluding value added tax) and are subject to change without notice. Unless otherwise stated, prices are for a single consignment to a single address. Where the buyer requests items to be supplied with release certificates, ESD Ltd reserves the right to make an extra charge for providing such certificates. Where the buyer does not adhere to agreed call offs, ESD Ltd reserve the right to amend the price structures in accordance with the quantities delivered.
Whilst every effort has been made to ensure price list accuracy, no responsibility is accepted for any errors or omissions.
The price charged shall be that current at the date of despatch and will be liable to VAT at the current rate.
All accounts are payable on demand but in any case must be paid no later than 30 days from the date of invoice. ESD Ltd reserve the right to suspend deliveries where payment is not received in accordance with the above or in accordance with any alternative arrangement, which shall be agreed in writing between the parties. ESD Ltd also reserve the right to withdraw the credit terms shown above in this clause and substitute with cash with order terms. Until full payment of the products is received, ESD Ltd retains retention of title.
A buyer wishing to open ledger accounts is requested to furnish Bankers and two trade references.
Orders can be accepted by telephone only if the buyer quotes an official order number. If a telephone order is confirmed in writing, the purchaser must mark any such written order with the confirmation reference given by ESD Ltd when the order was accepted on the telephone. ESD Ltd cannot accept liability for any duplication of delivery that may occur.
Unless otherwise stated, carriage and packing are charged extra. Special deliveries (e.g. Data Post etc) next day couriers are charged to the buyers at cost. Overseas delivery costs will be charged to the buyer in full. While ESD Ltd will take all reasonable steps to deliver the goods within the delivery period, ESD Ltd accepts no responsibility for failure to do so. ESD Ltd reserves the right to deliver in no more than one shipment at its discretion.
Any times quoted for despatch may be altered, as these are estimates only. Whilst every endeavour will be made to meet these estimated times for despatch, ESD Ltd shall not be liable to in any manner whatsoever for failure to despatch with the time quoted.
VARIATIONS TO DELIVERY SCHEDULE
Either party shall be entitled to vary the delivery schedule either by way of increase or decrease in the frequency or quantities of any delivery on giving to the other not less than 60 days previous notice in writing. Such variations shall be accepted as if they were stated in the original delivery schedule provided that no variation shall, except with the consent of the other party, be such as will with any variation previously altered involve a net increase or decrease of more than twenty per cent of the quantities to be supplied in any delivery or involve any decrease or increase of more than ten per cent of the total quantity called for under the contract.
Penalty clauses on the buyers order or contracts cannot be accepted unless a specific undertaking in writing is secured for ESD Ltd covering each order or contract concerned. Such an undertaking will not be regarded as valid unless signed by a director of ESD Ltd.
Orders can only be accepted for scheduled delivery when the value of each shipment is not less than £50.00 unless otherwise agreed.
Orders accepted by ESD Ltd on a "to be advised" schedule will be held for three months, by which time a firm schedule to cover all items should be received. Should this schedule not be received, ESD Ltd reserves the right to renegotiate the price of the particular order and to apply where relevant retrospective pricing for goods already despatched. If no deliveries whatsoever have been made within the said period, ESD Ltd reserve the right to impose a cancellation charge no greater than 10% of the total order value.
The export packing and documentation requirements are such that twenty-four hour service is difficult to maintain except in the most urgent cases. A shipping date of seven to fourteen days should therefore be allowed for non-stock items. The normal methods of shipment are air parcel post or airfreight at customers cost unless otherwise agreed.
Certificates of origin, EFTA declarations etc are normally provided for those countries requiring them. Any duties already paid on stock items of foreign origin cannot normally be reclaimed.
Cancellations of orders will not be considered unless notified in writing at least five weeks or the manufactures lead-time (whatever is greater) prior to the date of despatch. All cancellations will be subject to a cancellation charge.
LOSS AND DAMAGE IN TRANSIT
ESD Ltd will refund the cost of, or at its discretion, replace or repair free of charge, any of the goods proved to ESD Ltd's satisfaction to have been lost or damaged in transit up to the moment of delivery, provided that within three days after the receipt of the goods in the case of damage, or within ten days of receipt of invoice in the case of loss, the buyer notifies ESD Ltd and the carrier in writing of the occurrence of the damage or loss and it's nature and extent.
ESD Ltd guarantee at its discretion either to refund the cost of, or replace free of charge any of the goods found to its satisfaction to be defective owing to faulty design, materials or workmanship, within the 12 months of the date of delivery. If the goods or components are not made by ESD Ltd its liability under this clause shall not be extended beyond any corresponding liability that the manufacturer of such goods and components has to ESD Ltd.
ESD Ltd shall not be liable for any loss or damage including consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, other claims or consequential compensation whatsoever arising directly or indirectly out of the supply or use of goods. However ESD Ltd does not exclude its liability in respect of death or personal injury caused by its negligence. All other warranties, conditions and statements expressed or implied, statutory or otherwise are excluded.
Whilst every effort has been made to ensure the accuracy of technical data, ESD Ltd accepts no liability in respect of any contingency arising from errors or omissions.
Quotations are valid for 30 days subject to prices clause.
The quotation and any contract that shall result there from shall be covered in all respects by the laws of England.
Failure to enforce any particular clause is not to be taken as a waiver of any other clause.