INTERPRETATION AND TERMS OF CONTRACT
In these conditions “EOP” means European Office Products Plc and “Buyer” means the person
or organisation to whom a quotation has been given or with whom EOP has entered into a
contract.
EOP shall sell and the Buyer shall purchase the goods which EOP is to supply (“The Goods”)
in accordance with any written quotation of EOP which is accepted by the Buyer, or any written
order of the Buyer which is accepted by EOP subject in either case to these conditions which
shall govern the contract to the exclusion of any and all 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 over which these conditions shall prevail. In these
conditions “in writing” includes electronic correspondence (including but not limited to
correspondence by electronic mail).
All orders from the Buyer whether received verbally, by fax or by electronic mail shall be treated
as an offer to purchase. No amendment of or addition to these conditions shall be binding
unless accepted by EOP in writing.
The Buyer acknowledges that by entering into a contract with EOP it does not rely on any
representations or statements which may have been made by EOP or its servants or agents
and all such representations or statements are hereby excluded save as may be expressly
incorporated in these conditions, in EOP’s written acceptance of any order or in EOP’s written
acceptance of an amendment to an existing order.
2. PRICES
The price of the goods shall be EOP’s quoted price or, where no price has been quoted (or a
quoted price is no longer valid), the price listed in EOP’s published price list current at the date
the acceptance of the order. Unless otherwise specified in writing by EOP, all prices quoted are
valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be
altered by EOP without giving notice to the Buyer. EOP reserves the right to increase the price
of the Goods to reflect an increase in cost to EOP which is due to any factor beyond EOP’s
control, 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 by the
Buyer to give EOP adequate information or instruction.
All prices are exclusive of VAT and similar taxes.
3. DELIVERY
Delivery of the Goods shall be made by the Buyer collecting the Goods at EOP’s premises at
any time after EOP has notified the Buyer that the Goods are ready for collection or, if some
other place for delivery is agreed by EOP, by delivering the Goods to that place. Any dates
quoted for the delivery the Goods are approximate only and EOP shall not be liable for any
delay in the delivery of the Goods howsoever caused. The time of the delivery shall not be of
the essence of the contract.
In case of failure to deliver by the estimated time the Buyer shall not rescind the contract for
this reason unless on or within fourteen days after the delivery date, the Buyer gives EOP
notice in writing specifying a reasonable period within which the Goods in question are required
to be delivered and EOP fails to deliver within that period and in any other case of failure to
deliver the Buyer shall not rescind the contract for this reason unless it has given EOP notice
in writing specifying a reasonable period within which the Goods are required to be delivered
and EOP fails to deliver within that period.
No claim for short delivery, incorrect delivery or in respect of damage in transit will be accepted
by EOP unless the shortage, mistake or damage is recorded and notified to EOP in accordance
with the provisions of condition 7 and in any such event the sole responsibility of EOP shall be
within a reasonable period to make up the shortfall, correct the mistake or to replace the
damaged Goods. Save as set out in this condition (3), EOP shall have no liability whatsoever
in respect of non-delivery, short delivery or damage in transit.
The Buyer is considered to have given authority to accept delivery on his behalf to any person
who actually accepts delivery at the delivery address. If the Buyer does not take delivery of the
Goods when tendered by EOP, the Buyer shall be liable for any loss occasioned by EOP by its
neglect or refusal to take delivery and also for such costs and expenses as EOP may incur in
storing the Goods and, if applicable, redelivering the same.
4. RISK AND PROPERTY
Risk of damage to or loss of the Goods shall pass to the Buyer.
(a) in the case of Goods to be delivered at EOP’s premises, at the time for collection;
or
(b) in the case of Goods to be delivered otherwise than at EOP’s premises, at the
time of delivery or, if the buyer wrongfully fails to take delivery of the Goods, the
time when EOP has tendered delivery of the Goods.
Not withstanding 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 to until payment in full of all
monies owing by the Buyer to EOP in respect of such Goods has been received by EOP and
all other goods agreed to be sold by EOP to the buyer for which payment is then due. Until
such time, the Buyer shall hold the Goods as EOP fiduciary agent and bailee, and shall keep
the Goods separate from those of the Buyer and third parties and properly stored, protected
and insured for no less than the invoiced value of such Goods and identified as EOP’s property,
but shall be entitled to resell or use the Goods in the ordinary course of its business provided
always that the proceeds of any such resale or, if less such part of the proceeds as is equal of
the amount of EOP’s invoice and the proceeds of insurance on the Goods shall be held on trust
by the Buyer for EOP until such time as EOP has received payment in full in respect of all
amounts owing by the Buyer to EOP in respect of such Goods. Not withstanding that property
in any Goods has not passed to the Buyer, EOP shall be entitled to sue the Buyer for the price
of such Goods if not paid on the due date. EOP shall be entitled at any time to repossess
Goods which remain the property of EOP and the Buyer hereby grants EOP, its agents and
servants an irrevocable licence to enter upon any premises where such Goods are stored for
the time being for the purpose of repossessing the same and agrees to give EOP such
assistance as EOP may require for such purpose.
The Buyer shall not be entitled to pledge or in any way of security for any indebtedness any
of the Goods which remain in the property of EOP, but if the Buyer does so all monies owing
by the Buyer to EOP shall (without prejudice to any other rights or remedy) forthwith become
due and payable.
5. PAYMENT TERMS
EOP shall be entitled to invoice the Buyer for the price of the Goods on or at any time after
delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer
wrongfully fails to take delivery of the Goods, in which event EOP shall be entitled to invoice
the Buyer for the price at any time after EOP has notified the Buyer that the Goods are ready
for collection or EOP has tendered delivery of the Goods, as applicable. The Buyer shall pay
the price of the Goods at the end of the month following the date of EOP’s invoice, and EOP
shall be entitled to recover the price, notwithstanding that delivery may have taken place and
that property in the Goods has not passed to the Buyer. The time of the payment of the price
shall be of the essence of the contract. All amounts shall be paid without deduction or set-off.
If the Buyer fails to make any payment on the due date then, without prejudice to any other
rights or remedy available to EOP, shall be entitled to:
(a) cancel the contract and suspend any other deliveries to the Buyer:
(b) appropriate any payments made by the Buyer to such of the Goods (or the
Goods supplied under any other contract between the Buyer and EOP) as EOP
may think fit (notwithstanding any purported appropriation by the Buyer).
(c) take immediate action to recover the whole of the amount that is due; and
(d) charge the Buyer interest (both before and after any judgement) on the unpaid, at
the rate of 2 per month compounded monthly on the outstanding balance until
payment in full is made.
6. WARRANTIES
EOP does not make or give and will not make or give any representation, warranty or condition
whatsoever (express, implied, collateral, statutory or otherwise) in respect of the Goods and
any such representations, warranties and conditions made or given by EOP are hereby
excluded and extinguished. The Buyer shall rely solely upon the manufacture of the Goods as
to the description, quality or performance of the Goods and the Buyer shall not assert any
claim, defence or set-off against EOP based upon any description or condition as to fitness
for purpose or performance of the Goods or otherwise.
Notwithstanding the provisions contained in the above paragraph of this condition, 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 EOP in accordance with these
conditions, EOP may at its sole option and discretion replace the Goods (or the part in
question) free of charge or, refund to the Buyer the price of the Goods (or a proportional part
of the price), but EOP shall have no further liability to the Buyer. 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 specification shall (whether or not delivery is refused by the Buyer) be notified to EOP in
accordance with the provisions contained in condition 7. If the delivery is not refused, and the
Buyer does not notify EOP accordingly, the Buyer shall not be entitled to reject the Goods and
EOP shall have no liability for such defect or failure, and the Buyer shall be bound to pay the
price as if the Goods have been delivered in accordance with the contract.
7. RETURNS AND QUERIES
The following procedures shall apply:
(a) Short Delivery / Incorrect Delivery / Damage in transit. Where manifest short
delivery, incorrect delivery and damage incurred in transit shall be noted on the
delivery note and/or in any other case shall be notified in writing to the carrier and
to EOP within 48 hours of the date of delivery. Damaged Goods and packing
materials must be kept for inspection, until the claim is settled;
(b) Non-Delivery. Failure on the part of EOP to deliver the Goods by the delivery date
must be notified to EOP within 48 hours of the date of the delivery.
EOP reserves the right to charge a handling charge of 20 of the price for any Goods ordered
by the Buyer in error. Goods returned unfit for resale (unless faulty) cannot be credited to the
Buyer.
In the event that EOP agrees that any Goods shall be returned to it, EOP shall issue the Buyer
with a collection note number.
The issue by EOP of a collection note is not an agreement to credit.
Notwithstanding the above provision of this condition 7, any Goods ordered by the Buyer
which are not ordinarily supplied by EOP (“Special Goods”), may not be returned to EOP for
a refund unless EOP is in agreement that the Special Goods in question are defective. If the
Buyer considers that such Special Goods are defective then it shall follow the procedures for
defective Goods in condition 7(b) above.
Proof of delivery (“POD”) will only be provided against requests received within 28 days from
the date of delivery.
8. INDEMNITY
The Buyer shall indemnify EOP against all claims, damages, costs and expenses for which
EOP may become liable through executing any order in accordance with the specifications of
the Buyer and which may involve the infringement of any patent, copyright registered design,
design right or other intellectual property right.
Save as specified above, EOP shall have no liability whatsoever to the Buyer arising out of or
in connection with the sale or supply of the Goods by EOP to the Buyer whether direct, indirect,
consequential or any other type of loss and whether the same shall have been caused by the
negligence, misrepresentation or other tort of EOP or by any breach or non-performance by
EOP of the contract with the Buyer and all conditions, warranties or other terms that are
expressed or implied by law or otherwise inconsistent with this condition 8 are hereby
excluded, provided always that nothing in these conditions shall exclude the liability of EOP
for death or personal injury by its negligence.
9. INSOLVENCY OF BUYER
If the buyer makes any voluntary arrangement with its creditors or becomes bankrupt or
becomes subject to an administration order or goes into liquidation or any incumbrancer takes
possession, or a receiver is appointed, or any of the property or assets of the Buyer, or the
Buyer ceases or threatens to cease, to carry on business or EOP reasonably apprehends that
any of the aforementioned events is about to occur in relation to the Buyer and notifies the
Buyer accordingly then, without prejudice to any other rights or remedy available to EOP, EOP
shall be entitled to cancel the contract or suspend any future deliveries under the contract
without the liability to the Buyer, 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.
10. FORCE MAJEURE
EOP shall have no liability to the Buyer for any delay or failure in performance to the extent that
any such delay or failure arises from causes reasonably beyond the control of EOP including,
but not limited to, fire, floods, acts of god, acts or regulations of any government or supranational
authority, war, riot, strike, lock outs and industrial disputes.
11. GENERAL
No waiver by EOP 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 provisions.
12. GOVERNING LAW
The contract between EOP and the Buyer shall be governed by and construed in accordance
with English law and both parties shall submit to the exclusive jurisdiction of the English courts.