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Badger OfficeSupplies Ltd - Terms & Conditions
Badger Office Supplies Ltd is pleased to accept orders subject to the Terms and Conditions of sale as stated below. Unless expressly agreed in writing (for example in the case of a tender), any alteration to these conditions will not apply. In these terms 'the Customer', 'you' and 'your' as appropriate refer to the buyer and 'the Company', 'we', 'us' and 'our' refer to the seller, Badger Office Supplies Ltd 'Days' refers to working days, being Monday to Friday inclusive, excluding bank holidays, unless otherwise stated.
1. General
1.1 English Law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction. For customers with a registered address in Scotland, Scottish Law will apply.
1.2 If you are more than one person, each of you has joint and several obligations under these terms.
1.3 If any of these terms are unenforceable as drafted:
1.3.1 it will not affect the enforceability of any other of these terms; and
1.3.2 if it would be enforceable if amended, it will be treated as so amended.
1.4 We may treat you as insolvent if:
1.4.1 you are unable to pay your debts as they fall due; or
1.4.2 you (or any item of your property) become the subject of:
a) any formal insolvency proceeding (examples of which include receivership, liquidation, administration, voluntary arrangements (including moratorium) or bankruptcy)
b) any application or proposal for any formal insolvency procedure; or
c) any application, procedure or proposal overseas with similar effect or purpose.
1.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between you and us and you should not rely on them in entering into any contract with us. We accept no liability for any error or omissions in such documents and cannot be liable in any circumstances for any loss or damage resulting from your reliance on such descriptions and illustrations.
1.6 You should not rely on any databases supplied by us when entering into any contract with us. We accept no liability for any error or omissions in such databases and cannot be liable in any circumstances for any loss or damage resulting from your reliance on such information.
1.7 Any notice by either of us which is to be served under these terms may be served by leaving it at or delivering it to (by first class post or by fax) the other's registered office or principle place of business. All such notices must be SIGNED.
1.8 No Contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
1.9 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
1.9.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
1.9.2 which expressly state that you may rely on them when entering into the contract.
1.10 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
1.11 The Company will only do business with you under these conditions of sale.
1.12 No Contract is made with the Customer until the goods have been despatched by the Company and a despatch note issued.
1.13 All Customer purchase orders must be submitted or confirmed in writing. The Company is not obliged to accept any purchase order.
1.14 The Customer must decide before ordering if the goods are suitable for the Customer's needs.
1.15 The Customer is not our agent. The customer has no authority to make any contact on our behalf or in our name.
2. Price
2.1 Any price stated by us in any catalogue, website, sales literature, pricelists or other documentation may be changed by us at any time. The Customer must confirm the pricing before ordering.
2.2 No quotation by us will constitute an offer and all quotations are subject to withdrawal without notice.
2.3 Our quotations are valid on the day of issue only and are subject to stock availability. Quotations are for the sole use of the addressee and we reserve the right to withdraw a quotation, which has been passed by you to a third party.
2.4 The price for any goods stated by us is exclusive of Value Added Tax (VAT), carriage, postage and packaging and any other duties or taxes applicable. VAT will be added to all invoices at the rate applicable on the tax point date. The tax point date will be the date of the invoice.
3. Payment
3.1 Non- Account Customers are required to pay the Company in full, in advance for any goods ordered, by BACS, debit card, credit card, cash or cheque. The goods will only be despatched when we are in receipt of cleared funds.
3.2 The Company reserves the right to charge a 2% surcharge on all credit card transactions.
3.3 The Company reserves the right to charge a 3% surcharge on all Pay Pal transactions.
3.4 The Customer must pay us for all goods purchased on an approved credit account in full within 30 days (end of month) of the invoice date or any such alternative terms agreed in writing.
3.5 If the Customer fails to pay in full by the payment date we may;
3.5.1 Suspend or cancel future deliveries
3.5.2 Cancel any discount offered to you
3.5.3 Charge you statutory interest at 8%, on top of the current base lending rate of the Bank of England compounded daily, on the amount outstanding until it has been paid in full, before and after any judgement (unless a court orders otherwise). The base rate is fixed every 6 months for the purpose of calculating interest owed, so you should check the 'reference rate' in operation on the date that the debt became owed. As the reference rate changes every 6 months we will need to apportion the interest owed where the 'reference rate' changed before the debt was paid. Businesses in England and Wales (or their receivers or liquidators) have 6 years in which to make a claim for interest. The rate is set out under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.
3.5.4 Claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
3.5.5 Recover (under clause 4.7) the cost of taking legal action to make you pay.
3.6 We will be entitled to sue you for the money and our costs incurred whether or not property in the goods has passed to you.
3.7 If you have any dispute or counterclaim against us, you will not be entitled to make any reduction in, or deferment of payment because of that dispute or counterclaim.
4. Credit
4.1 The Company may at its discretion offer you a credit account; subject to us being satisfied as to your credit worthiness. The Customer acknowledges that we may carry out status enquiry checks on you.
4.2 The Company may at any time withdraw credit or reduce your credit limit, or bring forward your payment date at any time at our discretion.
4.3 The Customer does not have the right to set off any money you may claim from us against any money you may owe us.
4.4 While you owe us any money, we have a lien on any of your property in our possession.
4.5 The Customer is to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financial costs and including legal costs on a full indemnity basis) following any breach by you of your obligations under these terms.
5. Risk
5.1 Risk of damage to, or loss of, the goods will pass to you on prior arranged collection or on delivery to your premises.
5.2 The Customer must inspect the goods immediately upon delivery and in all cases must inform us in writing within 3 days of delivery of any damage, shortages or non-delivery of the goods. The Customer must give us (and any carrier) a fair chance to inspect the goods. If the Customer fails to notify us in accordance with these requirements, you will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.
6. Ownership
6.1 Ownership of the goods only passes to the Customer when we have received payment in full or cleared funds for those goods and any other goods supplied by us to you for which payment is then due.
6.2 You are allowed to sell on the goods in the ordinary course of your business and if you do, title to the goods sold will pass to the person who buys them from you on delivery to them. If you sell the goods to a third party before you have paid for them then you will hold the proceeds of that sale on trust for us pending payment. We will have the right to require you to direct the third party to pay the money they would have paid to you directly to us instead and at our request you will assign to us any rights or claims you have against your customers in relation to the goods.
6.3 Until such time as ownership of the goods passes to you, you must keep the goods separate from your goods and those of any third parties and properly stored protected and identified as our property.
6.4 The Company will also be entitled to require you to deliver up the goods to us. If the Customer fails to do so, you must permit us, its agents or representatives to enter its premises or any premises of its third party where the goods are stored and repossess them.
6.5 After delivery and until payment you must keep the goods fully insured. If the goods are lost, destroyed or damaged then you must hold the proceeds of the insurance for and to our order pending payment. If the goods are so destroyed you are not entitled to delay paying us until the insurer of the goods has paid you.
6.6 The Customer may use the goods and sell them in the ordinary course of your business, but not if:
a) we revoke that right (by informing you in writing); or
b) you become insolvent
6.7 Despite our retention of title to the goods, we have the right to take legal action to recover the price of the goods supplied should you not pay us by the due date.
7. Cancellation
7.1 No Purchase order can be cancelled by you, except with the written agreement of someone authorised by us for that purpose.
7.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
7.3 We may suspend or cancel the order, by written notice if;
7.3.1 You fail to pay us any money when due (under the order or otherwise)
7.3.2 You become insolvent
7.3.3 You fail to honour your obligations under these terms.
8. Returns
8.1 Before returning any goods to us, the customer must contact our Customer Services Department on 01772 299 037 or your Account Manager and obtain a Return Merchandise Authorisation (RMA) number. Our Customer Services staff will discuss the items which are to be returned and the reasons for the return. We will allow you to send them back for a credit/full refund within 30 days of purchase. The items must be sent back in an “as new” unused condition, complete with all accessories and in original packaging. We may make a deduction to the amount refunded to reflect any reduction in the value of the items as a result of using unsuitable packaging or by excessive handling. You will be responsible for the return carriage charges to get the goods back to us. If it is agreed that we will accept the return, our staff will complete an RMA form listing the goods to be returned and will email or post it to the customer. The RMA form must accompany the goods being returned or the return will not be processed.
8.2 Goods are not sold on a trial basis. If we agree to accept goods which are not faulty, they must be fully re-saleable and they will be subject to a re-stocking charge. The re-stocking charge will be 20% of the purchase price of the goods or £20.00, whichever is the greater. This charge includes our reasonable costs of packaging, packing and administration.
8.3 The customer must return the goods to the Company at their cost unless otherwise agreed.
8.4 All OEM goods must be returned with the manufacturer's original packaging, not damaged or defaced. In the case of inkjet cartridges or toners a printout showing the problem should be enclosed.
8.5 All items being returned must be packed in a stout carton with sufficient high-density foam or bubble wrap surrounding the entire product/products so as to ensure safe transit. The goods must be returned in their entirety including all disks, manuals and cables if applicable.
8.6 The return of faulty goods is subject to individual manufacturer's 'Dead on Arrival' (DOA) policy. Details of these can be obtained by us. All faulty remanufactured inkjet cartridges, faulty compatible cartridges, remanufactured toners and OEM products must be returned within 12 months of the purchase date.
8.7 Where a customer notifies us of a defect in the goods, within the time provided for the relevant manufacturer's DOA policy, and our technical inspectors subsequently verify that defect, we will replace the goods or issue a credit note to the value of the goods returned. If the customer would like the items replaced before the defective items have been returned, then they will be invoiced again for the goods and a credit note will be issued for the defective goods once they have been received, inspected and deemed faulty.
8.8 The customer must notify us within 3 days of the date of delivery if they have received an incorrect product in their order. Where a customer notifies us that they have received an incorrect item and the item is returned in the same condition as it was sent, then we will replace the goods or issue a credit note to the value of the goods returned. If the customer would like the items replaced before the incorrect items have been replaced, then they will be invoiced again for the goods and a credit note will be issued for the incorrect goods once they have been received, inspected and deemed fit for resale.
8.9 Non faulty or incorrect goods should be returned in a resalable condition or they will not be credited or replaced. If they can be re-boxed and made fit for resale then you will be charged a 20% re-boxing fee.
8.10 Goods which are allegedly defective will be tested upon receipt. If the goods turn out to be, in our opinion, fault free or damaged by reason of your misuse or negligent handling of them, they will be returned to the customer and the customer will be charged a handling fee of 20% of the purchase price of the goods or £20.00, whichever is the greater, plus £8 for the cost of the carriage.
8.11 Where it is established that the goods are faulty or defective in line with a manufacturer's warranty, most warranty repairs will be carried out on a return to us basis. In some instances the manufacturer's warranty requires you to contact the repair agent directly. If this is the case, we will inform you.
8.12 You will be liable for all costs, losses, damages or other charges incurred by us in relation to the items being returned.
8.13 Risk in any goods that you are returning to us remains with you until they arrive at our premises.
8.14 Returned goods must be sent to our premises, carriage paid and clearly marked externally with the RMA number.
8.15 You have 14 days from receipt of an RMA number to return the goods to us. If this period expires and you have not returned the goods, you must obtain a new RMA number from us. We will not accept the return of goods where the RMA number has expired.
8.16 In the case of a third party fulfilment customer we will arrange for faulty / incorrect products to be collected and a replacement item will be sent. If we send a courier to collect such products and the third party customer is not available or does not have the item / items ready for collection a charge of £8 will be made to our customer to cover our administration and courier costs.
8.17 Goods which have been ordered in specially can not be returned unless there was an error on our part.
9. Warranties and Liabilities
9.1 The Company warrants that the goods will:
9.1.1 Comply with their description on our order confirmation form; and
9.1.2 Be free from material defect for a period of 12 months for faulty remanufactured inkjet cartridges, faulty compatible cartridges, remanufactured toners and OEM products from the delivery date.
9.2 The Company gives no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of their goods or their fitness for any purpose.
9.3 If you believe that we have delivered goods that are defective in materials or workmanship, you must;
9.3.1 Inform us (in writing), with full details, as soon as possible (in any event within the specified warranty period from the date of delivery); and
9.3.2 Allow us to investigate (we may need access to your premises and product samples)
9.4 If the goods are found to be defective in material or in workmanship (following our investigations), and you have complied with those conditions (in clause 9.3) in full, we will (at our option) replace the goods or refund the price.
9.5 Our Remanufactured Warranty does not apply where:
9.5.1 There has been improper use of the goods or if the goods have been repaired or modified without our written authorisation; or
9.5.2 The “void if peeled” sticker or serial number has been tampered with, removed or defaced in any way.
9.6 The Company is not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
9.7 The Company's total liability to you (from one single clause) for damage to property caused by our negligence is limited to 2 million pounds (or the appropriate amount of insurance we have in place when the contract is performed).
9.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
9.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
9.10 Where goods are covered by a manufacturer's warranty, the customer will be responsible for contacting and returning any registration or warranty cards to the relevant manufacture
9.11 The Company is not responsible for any acts of the manufacturer or its agents including (without limitation) any failure by the manufacturer to replace or repair any of the goods, which are subject of the manufacturer's warranty.
9.12 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, except where goods are sold to a person dealing as a Consumer as defined in the Unfair Contract Terms Act 1977.
9.13 Please note that where a transaction (as defined by the Consumer Transactions (restrictions on Statements) Order 1976 the statutory right of the Customer are not affected by these conditions.
9.14 The Company will not be liable to you by reason of any representation (unless fraudulent) or implied warranty, condition or other term or any statutory or common law obligation, except in respect of death or personal injury caused by our negligence.
9.15 The Company will not be liable for any indirect, special or consequential losses or damages (whether for loss of profit or otherwise) costs, expenses, or other claims for compensation whatsoever (whether caused by the negligence of us, our employees, agents, or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by you.
10. Force Majeur
10.1 The Company will not be liable to you by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the goods, where the delay or failure was due to any cause beyond our reasonable control.
10.2 Examples of those circumstances include acts of God, accident, explosion, war (whether or not declared), civil strife, riots, terrorism, adverse weather conditions, fire, flood, transport delays, strikes and other industrial disputes, difficulty in obtaining supplies or any other causes or circumstances beyond our control.
11. Insolvency of Customer
11.1 The Customer must inform us in writing immediately if you become insolvent.
11.2 If the Customer is insolvent or we reasonably understand that you are about to become insolvent, we will be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to you. If the goods have been delivered and not paid for the price of the goods will become due and payable immediately despite any previous agreement or arrangements to the contrary.
12. Export or Import Licences
12.1 The Customer will be responsible for obtaining all licences for the export or import of the goods and any other licences required for the delivery of the goods to a destination outside the UK.
12.2 Where the goods are supplied by us to by way of export from the United Kingdom Clause 9 of these terms applies (except to the extent that it is inconsistent with any written agreement between us)
12.3 The 'Incoterms' of the Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency
12.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give notice under section 32 (3) of the Sale of Goods Act 1979
12.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods, which would be apparent on inspection unless a claim is made before shipment. We are not liable for damage during transit.
12.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977)
13. Specification
13.1 We reserve the right;
13.1.1 To make any changes in the specifications of our goods that are necessary to ensure that they conform to any applicable safety or statutory requirements; and
13.1.2 To make without notice any minor modifications in our specifications we think necessary or desirable.
14. Waiver and Variations
14.1 Any waiver or variation of these terms is binding in honour only unless;
14.1.1 Made (or recorded) in writing;
14.1.2 Signed on behalf of each party; and
14.1.3 Expressly stating an intention to vary these terms
14.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
15. Delivery and Collection of Goods
In normal circumstances
15.1 We will deliver an order within the agreed period, but we cannot be held liable for any loss caused by late delivery. If we do deliver late you are not entitled to regard this as a breach of contract.
15.2 Goods will be delivered to the delivery address supplied by you. You are considered to have given authority to accept a delivery on your behalf to any person who actually accepts delivery at the delivery address.
15.3 If we or any agent on our behalf cannot deliver to the delivery address then we may, either store the goods and deliver at a later date or return the goods to stock and deliver similar goods later. You will be charged for any costs incurred if we are unable to deliver the goods to the delivery address.
15.4 You are obliged to provide adequate labour and facilities at the delivery or collection address to load or unload the goods without undue delay. We will require compensation for any loss we suffer arising from delivery or collection or non-delivery or non-collection of the goods. If it is not our fault, nor that of our agent, that any delivery or collection is delayed or cannot be carried out, then we will charge you for the extra costs incurred.
15.5 If we deliver in instalments to you, then each instalment is a separate contract. If payment in full is not made to us at the proper time for orders, which have already been delivered, then we may withhold or cancel delivery of any other of your orders, which have not yet been delivered.
16. Shortages, Damages, Discrepancies, and / or Loss in Transit
16.1 We will, at our discretion, refund, replace or issue credit where goods have been lost, wrongly delivered, incorrectly delivered as a result of our error, damaged in transit where shipped by our courier or short shipped.
16.2 We will only consider claims if made in writing to us within 3 days of the date of delivery. If goods have been lost in transit you must also inform the carrier in writing within that period.
16.3 If goods have been damaged then you must keep those goods in one place, separate from any other goods and let us inspect them if we wish before we decide what action to take.
16.4 If you have been short shipped than we will investigate and will only credit if we are satisfied that not all the goods were shipped.
16.5 If a whole consignment of goods is lost then you must inform us in writing within 7 days of the invoice date.
17. Data Protection
In the course of dealings with us you will supply to us data which we will collect and retain. Some or all of that data may be personal data, which is subject to the Data Protection Act 1998. The data you supply to us will be processed by us to execute your order, to monitor your account, to select and send to you marketing material and periodically to conduct trade and bank reference enquiries and other credit checks. This will involve the disclosure of your data to and from third parties. You consent to the processing of your data for these purposes.
18. Interpretation and Validity
Only English law will govern the construction, validity and performance of this contract, and the English Court will have exclusive jurisdiction. The interpretation of any clause or sub-clause above will not in any way be limited or restricted by reference to or inference from any other clause or sub-clause. If any clause or sub-clause is unenforceable according to its terms then the others will remain in full force and effect.
19. WEEE
Weee – At the point of sale the customer accepts the obligation to dispose of the business waste/product at the end of its life, where we are the first to place the product on the EEC market.