Terms & conditions of sale

Last updated: [date] · Applies to all orders placed on or after this date.

1. Definitions and interpretation

"We", "us" and "our" mean EDSE Group Ltd, company number 00000000, registered in England and Wales at [registered office address]. "You" and "your" mean the business placing the order. "Goods" means the products described in our quotation or order acknowledgement. "Contract" means the contract between you and us for the sale and purchase of the Goods, incorporating these terms.

These terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Where your purchase order or other document contains conflicting terms, these terms prevail unless we have agreed otherwise in writing.

2. Quotations and orders

A quotation is an invitation to treat and does not constitute an offer. Quotations are valid for 30 days from the date of issue unless stated otherwise, and are subject to withdrawal or amendment before acceptance.

Your order constitutes an offer to purchase the Goods in accordance with these terms. The Contract comes into existence when we issue a written order acknowledgement or, if earlier, when we despatch the Goods.

Any samples, drawings, descriptive matter, specifications and advertising issued by us are produced for the sole purpose of giving an approximate idea of the Goods described. They do not form part of the Contract and have no contractual force.

3. Price

All prices are quoted exclusive of value added tax, which will be charged at the prevailing rate. Prices are quoted in pounds sterling.

Prices quoted are based on the quantities specified. Where you order a quantity materially different from that quoted, we reserve the right to re-quote before accepting the order.

We may increase the price of the Goods, by giving notice to you at any time before delivery, to reflect any increase in the cost of the Goods to us that is due to any factor beyond our control, including raw material or polymer price movements, currency fluctuation, changes in duties or taxes, or increases in carriage costs. Where such an increase exceeds 5% of the quoted price you may cancel the affected order without charge by written notice within five working days of our notification.

4. Delivery and carriage

Delivery is to the address specified in your order, to UK mainland addresses unless agreed otherwise. Carriage is charged as stated in our quotation. Orders below our stated carriage-paid threshold will attract a delivery charge which will be shown separately.

Any dates quoted for delivery are approximate only. Time of delivery is not of the essence. We are not liable for any delay in delivery caused by circumstances beyond our reasonable control or by your failure to provide adequate delivery instructions or access.

Delivery is completed on arrival of the Goods at the delivery address. You are responsible for ensuring that suitable access, unloading facilities and personnel are available. Where a delivery cannot be completed because of your failure to do so, we may charge you the reasonable costs of redelivery or storage.

We may deliver the Goods in instalments. Each instalment constitutes a separate contract, and any defect in one instalment does not entitle you to cancel any other instalment.

5. Inspection, shortages and damage

You must inspect the Goods on delivery. Any shortage, incorrect delivery or damage apparent on inspection must be:

• noted on the carrier's delivery documentation at the time of delivery, and
• notified to us in writing within three working days of delivery.

Non-delivery of the whole consignment must be notified to us in writing within seven working days of the date on the invoice or despatch note.

If you do not notify us within these periods, you are deemed to have accepted the Goods.

6. Returns

Goods correctly supplied against your order may only be returned with our prior written authorisation. Where authorised, unused Goods in original, undamaged and resaleable packaging may be returned within 30 days of delivery, subject to a restocking charge of up to 20% plus the cost of collection.

The following are not returnable: Goods made, printed, embroidered or otherwise customised to your specification; Goods cut or supplied to a non-standard size; and any Goods whose sterile or protective packaging has been opened.

Nothing in this clause affects your rights in respect of Goods that are defective or not as described.

7. Payment

Where a credit account has been approved, payment is due within 30 days of the date of invoice. Where no credit account is in place, payment is due in full and in cleared funds before despatch.

Time of payment is of the essence. If you fail to make a payment when due we may, without limiting our other remedies:

• charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
• suspend all further deliveries to you; and
• withdraw credit facilities and require payment in advance.

You may not withhold or set off any amount against sums due to us.

Credit limits and terms are granted at our discretion and may be varied or withdrawn on notice.

8. Retention of title and risk

Risk in the Goods passes to you on completion of delivery.

Title in the Goods does not pass to you until we have received payment in full and in cleared funds for those Goods and any other goods we have supplied to you.

Until title passes you must: hold the Goods as our fiduciary bailee; store them separately and in a manner that makes them readily identifiable as our property; not remove, deface or obscure any identifying mark or packaging; maintain them in satisfactory condition and insured against all risks for their full price; and notify us immediately if you become subject to any event listed in clause 12.

You may resell or use the Goods in the ordinary course of business before title passes. If you do so before payment, you hold the proceeds on trust for us. We may at any time before title passes require you to deliver up the Goods, and if you fail to do so, enter any premises where they are stored in order to recover them.

9. Warranty

We warrant that, on delivery, the Goods will conform in all material respects with their description and specification and will be free from material defects in material and workmanship.

Where the Goods are manufactured by a third party, the warranty is limited to such warranty as the manufacturer provides to us, and we will use reasonable endeavours to pass the benefit of that warranty on to you.

This warranty does not apply where the defect arises from: fair wear and tear; wilful damage, negligence, or abnormal working or storage conditions; failure to follow the manufacturer's instructions for use, storage, maintenance or disposal; use of the Goods for a purpose for which they were not designed or specified; or any alteration or repair carried out without our written consent.

If a valid warranty claim is made, we will at our option repair or replace the Goods, or refund the price paid. That is your sole and exclusive remedy under this clause.

10. Limitation of liability

Nothing in these terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; or any other liability which cannot lawfully be limited or excluded.

Subject to the paragraph above:

• we are not liable to you for any loss of profit, loss of business, loss of contract, loss of anticipated savings, loss of goodwill, business interruption, or any indirect or consequential loss, however arising; and
• our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the greater of (a) the price paid for the Goods giving rise to the claim, or (b) £5,000.

This clause survives termination of the Contract.

11. Product conformity, selection and use

Personal protective equipment supplied by us is CE or UKCA marked as applicable and is supplied with the manufacturer's Declaration of Conformity and user information. We will provide these documents on request at any time.

You are responsible for carrying out a suitable and sufficient risk assessment and for selecting PPE appropriate to the hazards identified, in accordance with your duties under the Personal Protective Equipment at Work Regulations 1992 (as amended) and the Management of Health and Safety at Work Regulations 1999. Where we provide advice or recommendations on product selection, we do so in good faith and on the basis of the information you have given us. That advice does not transfer your statutory duties to us and does not replace your own risk assessment.

You are responsible for ensuring that PPE is correctly issued, fitted, used, inspected, maintained, stored and replaced in accordance with the manufacturer's instructions, and for withdrawing from use any item that is damaged, contaminated or beyond its stated service life.

12. Termination and suspension

We may terminate the Contract with immediate effect by written notice, or suspend supply, if you: fail to pay any amount when due; become subject to an administration, winding-up, bankruptcy or similar order or process; enter into an arrangement with creditors; cease or threaten to cease to carry on business; or suffer any analogous event in any jurisdiction.

On termination, all outstanding invoices become immediately due and payable.

13. Force majeure

We are not liable for any failure or delay in performing our obligations where that failure or delay results from any cause beyond our reasonable control, including but not limited to industrial action, transport or fuel disruption, failure of supply chains, epidemic or pandemic, act of government, fire, flood, or the acts or omissions of third-party carriers or manufacturers.

14. General

Assignment. You may not assign or transfer your rights under the Contract without our written consent.

Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances and representations, whether written or oral.

Variation. No variation has effect unless agreed in writing and signed by us.

Waiver. No failure or delay by us in exercising any right constitutes a waiver of that right.

Severance. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions continue in force.

Third parties. No one other than a party to the Contract has any right to enforce any of its terms.

Notices. Notices must be in writing and sent to the registered office or principal place of business of the receiving party, or by email to an address notified for that purpose.

15. Governing law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, is governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.