1.1. Unless otherwise agreed between the parties any
contract between the Seller and the Buyer for the
sale and purchase of Goods (the “Contract”) will
be on these terms and conditions to the exclusion
of all other terms and conditions (including any
terms or conditions which the Buyer purports to
apply under any purchase order, confirmation of
order, specification or other document).
1.2. For the purposes of this agreement “Goods” shall
mean any goods agreed in the Contract to be
supplied to the Buyer by the Seller (including any
part or parts of them).
1.3. All orders are accepted subject to price ruling at
date of dispatch and to the minimum order charge
applicable at the time. Carriage and packaging will
be charged on the whole of the order and VAT will
be charged at the rate or rates prevailing.
2.1. Delivery dates are based on estimates given by
our suppliers and are not guaranteed. Deliveries
can be delayed by non-completion or non-arrival
of required documents including firm order, enduse
statement, import certificate, letter of credit or
any other appropriate document. No liability is
accepted for any fault or delay caused by any
contingency beyond our control or the control of
our suppliers. In no event shall liability be
accepted for consequential or special damages on
account of delay due to any cause.
2.2. Unless otherwise agreed in writing by the Seller
delivery of the Goods shall take place at the
Seller’s place of business.
2.3. If for any reason the Buyer will not accept delivery
of any of the Goods when they are ready for
delivery, or the Seller is unable to deliver the
Goods on time because the Buyer has not
provided appropriate instructions, documents,
licences or authorisations:
2.3.1. risk in the Goods will pass to the Buyer
(including for loss or damage caused by
the Seller’s negligence);
2.3.2. the Goods will be deemed to have been
delivered; and
2.3.3. the Seller may store the Goods until
delivery whereupon the Buyer will be
liable for all related costs and expenses
(including without limitation storage and
2.4. The Buyer will provide at its expense at the place
where delivery is to take place under clause 2.2
adequate and appropriate equipment and manual
labour for loading the Goods.
2.5. Shortages or damages should be reported within
48 hours of receipt of Goods.
2.6. Faulty Goods must be reported within 48 hours of
receipt. Halcyon Office Solutions Ltd shall
arrange for replacement Goods to be dispatched
at the earliest available opportunity. The
replacement goods shall be invoiced and an
appropriate credit raised against the faulty goods
once the fault has been confirmed. Faulty goods
shall not be refunded unless a replacement is
2.7. The Seller may deliver the Goods by instalments
and each instalment shall be treated as a
separate Contract so that failure to deliver or
defect in one or more instalment shall not entitle
the Buyer to reject the other instalments.
3.1. The quantity of any consignment of Goods as
recorded by the Seller upon despatch from the
Seller’s place of business shall be conclusive
evidence of the quantity received by the Buyer on
delivery unless the Buyer can provide conclusive
evidence proving the contrary.
3.2. The Seller shall not be liable for any non-delivery
of Goods (even if caused by the Seller’s
negligence) unless written notice is given to the
Seller within 7 days of the date when the Goods
would in the ordinary course of events have been
3.3. Any liability of the Seller for non-delivery of the
Goods shall be limited to replacing the Goods
within a reasonable time or issuing a credit note at
the pro rata Contract rate against any invoice
raised for such Goods.
4.1. Payment becomes due 30 days from date of
invoice where payment is to be made by cheque.
Where the preferred payment method is BACS,
payment will become due no later than the last
working day of the month following the month of
invoice: non-payment of due invoices will result in
orders being held until such payments is received.
We reserve the right to charge interest (at 3% per
month) on any account not paid within our terms
of trading. Such interest will be calculated from the
last day of payment permissible within our terms.
On any account not paid within our terms of
trading we reserve the right to add to the account
any costs incurred by us in instructing an agent or
solicitor to act on behalf in the recovery of the
4.2. Where payment is not received on due invoices
(in accordance with agreed payment terms) and it
is necessary for legal action to be instigated, all
monies outstanding on the account will become
payable and will be included in any formal
demand for such payment.
4.3. Each right or remedy of the Seller under the
Contract is without prejudice to any other right or
remedy of the Seller whether under the Contract
or not.
4.4. The Buyer shall make all payments due under the
Contract without any deduction whether by way of
set-off, counterclaim, discount, abatement or
otherwise unless the Buyer has a valid court order
requiring an amount equal to such deduction to be
paid by the Seller to the Buyer.
Goods supplied by Seller shall be at the Buyers
risk immediately on delivery to the Buyer or into
custody on the Buyers behalf (whichever is the
sooner) and the Buyer should therefore be insured
accordingly. Property in Goods supplied will only
pass to the Buyer when the Goods which are the
subject of the Contract have been paid for in full.
When payment has become due and has not been
received in full by the Seller; the Seller shall have
the right at his absolute and sole discretion to treat
the contract as discharged and to repossess the
Goods supplied thereunder. In the event of the
Buyer becoming insolvent or of a liquidator or
receiver being appointed to administer the Buyers
affairs prior to payment in full to the Seller, the
Seller shall have the right at his absolute and sole
discretion to forthwith treat the contract as
discharged and to repossess the Goods.
The price for the Goods shall be exclusive of any
value added tax and all costs or charges in relation
to loading, unloading, carriage and insurance all
such amounts the Buyer will pay in addition when it
is due to pay for the Goods.
7.1. The Seller warrants that (subject to the other
provisions of this agreement) upon delivery, and
for a period of 6 months from the date of delivery,
the Goods will:
7.1.1. be of satisfactory quality within the
meaning of the Sale of Goods Act 1994;
7.1.2. for which the Goods are being bought if
the be reasonably fit for any particular
purpose Buyer had made known that
purpose to the Seller in writing and the
Seller has confirmed in writing that it is
reasonable for the Buyer to rely on the
skill and judgement of the Seller.
7.2. The Seller shall not be liable for a breach of any of
the warranties in clause 7.1 unless:
7.2.1. the Buyer gives written notice of the
defect to the Seller, and (if the defect is
as a result of damage in transit) to the
carrier, within 7 days of the time when
the Buyer discovers or ought to have
discovered the defect; and
7.2.2. the Seller is given a reasonable
opportunity after receiving the notice of
examining such Goods and the Buyer (if
asked to do so by the Seller) returns
such Goods to the Seller's place of
business at the Buyer's expense for the
examination to take place there.
7.3. The Seller shall not be liable for a breach of any of
the warranties in clause 7.1 if:
7.3.1. the Buyer makes any further use of such
Goods after giving such notice; or
7.3.2. the defect arises because the Buyer
failed to follow the Seller’s oral or written
instructions as to the storage,
installation, commissioning, use or
maintenance of the Goods or (if there
are none) good trade practice; or
7.3.3. the Buyer alters or repairs such Goods
without the written consent of the Seller.
7.4. Subject to clauses 7.2 and 7.3, if any of the Goods
do not conform with any of the warranties in
clause 7.1 the Seller shall at its option repair or
replace such Goods (or the defective part) or
refund the price of such Goods at the pro rata
Contract rate provided that, if the Seller so
requests, the Buyer shall, at the Buyer's expense,
return the Goods or the part of such Goods which
is defective to the Seller.
7.5. If the Seller complies with clause 7.4 it shall have
no further liability for a breach of any of the
warranties in clause 7.1 in respect of such Goods.
7.6. Goods are guaranteed to the extent of the
guarantee, if any, of the manufacturers. Claims
under guarantee are limited to whatever amount, if
any, is recoverable from the manufacturer under
such guarantee.
7.7. No Goods may be returned without prior
agreement and may be subject to a handling
charge if applicable.
8.1. Subject to clause 7, the following provisions of this
clause 8 set out the entire financial liability of the
Seller (including any liability for the acts or
omissions of its employees, agents and subcontractors)
to the Buyer in respect of:
8.1.1. any breach of this agreement; and
8.1.2. any representation, statement or tortious
act or omission including negligence
arising under or in connection with the
8.2. All warranties, conditions and other terms implied
by statute or common law (save for the conditions
implied by section 12 of the Sale of Goods Act
1979) are, to the fullest extent permitted by law,
excluded from the Contract.
8.3. Nothing in this agreement excludes or limits the
liability of the Seller for death or personal injury
caused by the Seller’s negligence or for fraudulent
8.4. Subject to clauses 8.2 and 8.3:
8.4.1. the Seller’s total liability in contract, tort
(including negligence or breach of
statutory duty), misrepresentation or
otherwise, arising in connection with the
performance or contemplated
performance of this Contract shall be
limited to the Contract price; and
8.4.2. the Seller shall not be liable to the Buyer
for any indirect or consequential loss or
damage (whether for loss of profit, loss
of business, depletion of goodwill or
otherwise), costs, expenses or other
claims for consequential compensation
whatsoever (howsoever caused) which
arise out of or in connection with the
The Seller reserves the right to defer the date of
delivery or to cancel the order or reduce the
volume of the Goods ordered by the Buyer
(without liability to the Buyer) if it is prevented from
or delayed in the carrying on of its business due to
circumstances beyond the reasonable control of
the Seller including, without limitation, acts of God,
governmental actions, war or national emergency,
riot, civil commotion, fire, explosion, flood,
epidemic, lock-outs, strikes or other labour
disputes (whether or not relating to either party's
workforce), or restraints or delays affecting
carriers or inability or delay in obtaining supplies
of adequate or suitable materials provided that, if
the event in question continues for a continuous
period in excess of 90 days, the Buyer shall be
entitled to give not less than 3 days notice in
writing to the Seller to terminate the Contract.
10.1. The Buyer shall not be entitled to assign the order
or any part of it without the prior written consent of the
10.2. The Seller may assign the Contract or any part of
it to any person, firm or Seller.
11.1. If any provision of the Contract is found by any
court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid,
void, voidable, unenforceable or unreasonable it
shall to the extent of such illegality, invalidity,
voidness, voidability, unenforceability or
unreasonableness be deemed severable and the
remaining provisions of the Contract and the
remainder of such provision shall continue in full
force and effect.
11.2. Failure or delay by the Seller in enforcing or
partially enforcing any provision of the Contract
will not be construed as a waiver of any of its
rights under the Contract.
11.3. Any waiver by the Seller of any breach of, or any
default under, any provision of the Contract by the
Buyer will not be deemed a waiver of any
subsequent breach or default and will in no way
affect the other terms of the Contract.
11.4. The parties to this Contract do not intend that any
term of this Contract will be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999
by any person that is not a party to it.
11.5. The formation, existence, construction,
performance, validity and all aspects of the
Contract shall be governed by English law and the
parties submit to the exclusive jurisdiction of the
English courts.

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