1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1  Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5.

Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
Customer: the person, firm, company or other organisation who purchases Goods from the Supplier.

Delivery Location: has the meaning given in clause .
Force Majeure Event: has the meaning given to it in clause .
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans, drawings, assembly or markings that is agreed by the Customer and the Supplier.
Order: the Customer’s order for the supply of Goods.
Supplier: EHRCO Limited registered in England and Wales with company number 02671603.

2. Basis of contract

1. 2.1  The Order constitutes an offer by the Customer to purchase Goods and services in accordance with these Conditions.
2. 2.2  The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or otherwise communicates its acceptance of the Order to the Customer at which point and on which date the Contract shall come into existence (Commencement Date).
3. 2.3  Any samples, drawings or advertising issued by the Supplier and any descriptions or illustrations of the Goods contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.
4. 2.4  These Conditions apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
5. 2.5  Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
6. 2.6  All of these Conditions shall apply to the supply of both Goods and any services which the Supplier may agree to provide to the Customer.

3. Goods

3.1 The Goods are described in the Goods Specification save that:

1. (a)  unless the Customer specifies a particular length for any Goods, the Supplier reserves the right to supply Goods of the length of the nearest available roll thereof to the length ordered by the Customer (which may be shorter or longer than the ordered length) and to charge for the lengthactually supplied; and
2. (b)  the Supplier reserves the right to amend the Goods Specification if requiredby any applicable statutory or regulatory requirement or (where the Customer specifies a particular brand of Goods) to supply an alternative brand (provided that the alternative is of at least the same quality, specification and dimensions as the brand ordered by the Customer).

4. Delivery of Goods

4.1 Where the Supplier is to deliver the Goods, it will deliver them to the location set out in the Order or such other location as the parties may agree at any time after the Commencement Date. Where the Customer is to collect the Goods, it shall do so from the Supplier’s premises at Peartree Business Park Dudley or from such other location as may be agreed with the Customer before delivery within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection (such location being in any such case the Delivery Location).

5. Quality of Goods

5.1  The Supplier warrants that on delivery, and for a period of 15 months from the date of delivery or (if earlier) 12 months from the date are first used or put into service (warranty period), the Goods shall:
(a) conform in all material respects to the Goods Specification;

(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier for them.

5.2  Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier during the warranty period and within a reasonable time of discovery that some or all of the

Goods do not comply with the warranty set out in clause ;
(b) the Supplier is given a reasonable opportunity of examining such Goods;

and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3  The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause ;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, fitting, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or (g) the Goods are used for any purpose other than that set out in the Goods Specification, or for which they are not designed or for which they are not customarily supplied.

5.4  Except as provided in this clause , the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause .

5.5  These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

1. 6.1  The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 4.2.
2. 6.2  Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
3. 6.3  Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

7. Charges and payment

7.1  The price for Goods shall be the price set out or referred to in the Contract and shall be exclusive of any delivery or shipment costs which the Supplier may charge for separately in accordance with its usual delivery and shipment procedures.

7.2  The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(i)  any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other costs);

(ii)  any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification;

(iii)  delivery or shipment costs that are outside the Supplier’s usual free delivery or shipment policies or which are due to the unusual nature of the Goods or their particular size or dimensions; or

(iv)  any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

7.3  The Supplier shall invoice the Customer on or at any time after collection or completion of delivery. The Customer shall pay each invoice submitted by the Supplier:

(a)  within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed by it in writing to the Customer; and

(b)  in full and in cleared funds to the Supplier’s bank account, and time for payment shall be of the essence of the Contract.

8. Data protection

8.1 The Supplier’s GDPR policy shall apply in relation to any data passing from the Customer to the Supplier (a copy of which is available from the Supplier on request).

9. Limitation of liability:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1  The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange in respect of its potential liability under any Contract
and the Customer is responsible for making its own arrangements for the 13.4 insurance of any loss in respect of which the Supplier excludes or restricts its
liability under this clause 9.

9.2  The restrictions on liability in this clause apply to every liability arising under or 13.5 in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3  Nothing in the Contract limits any liability which cannot legally be limited, 13.6 including liability for:

10. Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate any Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.3 Without affecting any other right or remedy available to it, the Supplier may suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s

outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them.

11.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform any of its obligations under the Contract (other than obligations to make payments to the other) if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

13. General

13.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.2 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.