Terms & Conditions
END DESIGN LIMITED CONDITIONS OF SALE
DESIGN" means End Design Limited, Unit 37 Bookham Industrial Park,
Church Road, Bookham, Leatherhead, Surrey, KT23 3EU. The "BUYER" means
any person, firm, or company that buys or agrees to buy goods from End
Design. "GOODS" means the articles (including any instalment of the
articles or parts for them) ordered by the Buyer from End Design.
"CONDITIONS" mean these conditions of sale together with any special
terms and conditions agreed in writing by End Design and the Buyer.
Buyer's order is accepted upon and subject to these Conditions only to
the exclusion of all other terms and conditions subject to which the
Buyer's order is made or purported to be made. No variation to these
Conditions shall be binding unless agreed in writing by End Design.
ORDERS AND SPECIFICATIONS
order submitted by the Buyer shall be deemed to be accepted by End
Design unless and until confirmed in writing by End Design's authorised
representative. The quantity, quality and description and any
specification for the Goods shall be those set out in End Design's
quotation (if accepted by the Buyer) or the Buyer's order (if accepted
by End Design). End Design reserves the right to make any changes in
the specifications for the Goods which are required to conform with any
applicable safety or other statutory requirements or, if the Goods are
supplied to End Design's specification, which do not materially affect
their quality or performance. The Buyer shall indemnify and keep
indemnified End Design against all claims, costs, damages and expenses
incurred by or for which End Design may become liable by carrying out
any work required to be done on or to the Goods in accordance with the
requirements or specifications of the Buyer which results in any claim
for infringement of any intellectual property rights vested in another
person, firm or company.
The price is that
quoted by End Design and is valid for 28 days or until earlier
acceptance by the Buyer. Quoted prices are "ex works" and exclusive of
Value Added Tax and other duty levy or tax assessed against the Goods by
any Government or other authority. Any prices quoted may (unless
otherwise stated in the quotation) be varied by End Design in accordance
with cost variations.
Strictly net cash
with order unless a credit account has been established with End
Design. Where a credit account has been established with End Design,
payment made for each instalment of Goods delivered within 30 days after
delivery (whether the Goods are whole or only part of the Goods
ordered) and the time of payment of the price shall be of the essence.
If the Buyer fails to make any payment on the due date, then without
prejudice to End Design's other rights or remedies, End Design shall be
(a) charge interest at 4% over the Barclays Bank PLC. Base rate from time to time on any payment that is overdue until actual payment (both before and after any judgement). (b) to cancel the contract or suspend any further deliveries to the Buyer and (c) to appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and End Design) as End Design may think fit.
or date quoted by End Design for delivery is given and intended as an
estimate only. Whilst every endeavour will be made to meet an estimated
time of delivery for delivery, End Design shall not be liable to make
good any damage or loss whether arising directly or indirectly out of
delay in delivery. End Design reserve the right to deliver by
instalments against any order. Each delivery shall constitute a
separate contract and End Design's failure to deliver any one or more
instalments in accordance with the conditions, or any claim by the Buyer
in respect of any one or more instalments, shall not entitle the Buyer
to treat the contract as a whole as repudiated. Where End Design
arranges for delivery to the Buyer's address, the carrier is deemed to
be the Buyer's agent. Non-delivery must be reported immediately in
writing to End Design and the carriers within 7 days of the date of
(A) Risk of damage to or loss of the
Goods shall pass to the Buyer at the time of delivery of the Goods. (B)
Delivery of the Goods shall be deemed to take place at the time the same
are posted by End Design in a package addressed to the Buyer, placed in
the hands of any delivery agent or service or, if the Buyer collects
the Goods, when End Design notifies the Buyer that they are available
Notwithstanding delivery and
the passing of risk in the Goods, legal and equitable ownership of the
Goods shall remain with End Design until the price of the Goods and all
other goods agreed to be sold by End Design to the Buyer, for which
payment is then due, has been paid in full. Until that time the Buyer
shall:- (a) hold the Goods as End Design's fiduciary agent and Bailee
only. (b) keep the Goods separate from those of the Buyer and third
parties and properly stored, protected, insured and identified as End
Design's property. (c) be entitled to resell or use the Goods in the
ordinary course of its business but shall account to End Design for the
proceeds of such sale (including insurance proceeds).
End Design may recover the purchase price notwithstanding the fact that ownership has not passed, and the Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of End Design, and, if it does so, all monies owing by the Buyer to End Design shall (without prejudice to any other rights or remedies of End Design) become due and payable immediately.
property in the Goods passes to the Buyer, End Design shall be entitled
at any time to require the Buyer to deliver up the Goods and, if the
Buyer fails to do so forthwith, to enter any premises where the Goods
are kept to take possession thereof.
Goods supplied by End Design which contain defects of materials or
workmanship will at the option of End Design be replaced or repaired
free of charge provided that:-
(a) details of any defect are notified to End Design in writing as soon as discovered and in any event within one month of the date of purchase (b) the Goods are returned to End Design within 14 days of End Design being notified of any defect (c) the instructions prescribed by End Design have been strictly followed and the Goods have not been damaged as a result of accident, neglect, misuse or other improper treatment (d) alterations or modifications have not been made or attempted by anyone other than End Design or its authorised agent.
Other than set out in this Condition all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Except in respect of death or personal injury caused by End Design's negligence, in no circumstances shall End Design be liable for consequential loss or damage (including loss of profit or otherwise) of any nature in relation to the supply of the Goods, or their use or resale by the Buyer.
Design will not be liable to the Buyer or deemed to be in breach of
contract because of any delay or non-performance directly or indirectly
due to any cause beyond End Design's reasonable control including
(without limitation) lack of adequate instructions from the Buyer,
Governmental regulations or requirements, Acts of God, unavailability of
materials, work stoppages, strikes, slow-downs, boycotts or other
industrial action and in such a case may wholly or partially suspend
shipment of Goods.
USE OF GOODS
The Buyer acknowledges
that he is exclusively responsible for detailing the specification for
all goods ordered from End Design, for ascertaining the use to which
they will be put, and for determining their ability to function for that
CANCELLATION AND RETURNS
In the event of
the cancellation of an order End Design reserve the right, without
prejudice to any other rights or remedies it may have, to charge up to
100% for stock held by End Design pending shipment, up to 100% for items
of which End Design cannot cancel delivery with End Design's supplier
and up to 50% for the remaining balance. In particular (but without
limitation), in the event of cancellation by the Buyer of part only of
the order, End Design shall be entitled to re-calculate the price of the
uncancelled part of the order as if it constituted the whole order, and
re-invoice the Buyer accordingly.
No returns will be permitted without End Design's prior consent in writing and must be returned at the Buyers expense in their original condition and packaging.
prejudice to any other right or remedy it may have, End Design shall be
entitled to cancel the contract or suspend any further deliveries under
the contract without any liability to the Buyer if:-
(a) the buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction); (b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or (c) the Buyer ceases, or threatens to cease, to carry on business; or (d) End Design reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
EXPORT OF GOODS
the event of the Goods being exported out of the United Kingdom of
Great Britain and Northern Ireland it shall be the responsibility of the
Buyer to ensure that the Goods comply with all legal requirements and
standards in the countries to which the same are exported and no
warranties are made by End Design in this respect and no liability will
be accepted by End Design if the Goods are not permitted in the country
The failure on the part of End
Design to exercise or enforce any rights conferred by the contract shall
not be deemed to be a waiver of any such right nor operate so as to bar
the exercise or enforcement thereof at any time or times thereafter.
invalidity of the whole or any part of any of these Conditions shall
not affect the validity of the remaining part of the particular
Condition or the other provisions of these Conditions.
notice required to be given hereunder shall be in writing and may be
delivered personally or sent to the other party by pre-paid first class
post, telex or facsimile at its registered office or principal place of
business or last known address, and shall deemed to have been received,
if sent by post, 24 hours after posting and, if sent by telex or
facsimile, immediately upon despatch whether or not it is actually
Headings to any of these Conditions are included to facilitate reference only and shall not affect the construction hereof.
These Conditions shall be governed by English Law and the English courts shall have jurisdiction in relation thereto.