embh Limited (The Seller)
TERMS AND CONDITIONS OF SALE & SUPPLY
1.1 embh Ltd trades and supplies goods under the names of Essential Hygiene & Catering Supplies, Barmans of Newhaven, Hampshire Paper & Coffee Co and MG Marketing. All invoices are raised by embh Ltd. All due monies are owed to embh Ltd.
1.2 embh Ltd shall have the right to cancel or delay deliveries or to reduce the quantity of goods delivered and shall under no circumstances be responsible for failure or delay in performing or fulfilling any contract or otherwise failing to implement its obligation to the customer if such failure or delay shall be due to any cause or circumstances beyond our control.
2. All Monies Clause
2.1 embh Ltd trade and operate under an ‘all monies’ retention of title and remain the owner of all goods supplied to the customer until such time as the customer has paid in full all monies due to us irrespective of our invoice and or delivery note number, along with any other monies owed to us, however so caused.
3. Retention of Title
3.1 all goods shall remain the property of embh Ltd and the buyer shall store them so that they are readily identifiable as our goods until such time as full payment has been received.
3.2 we do not allow the buyer to sell on any goods supplied by us until such time as they have been paid for in full.
3.3 we may, for the purpose of recovery of our goods enter upon any premises where the goods are stored or where they are reasonably thought to be stored and may repossess same.
3.4 it is the sole responsibility of the purchaser to ensure that all goods received from embh Ltd are fully insured against any eventuality including, but not limited to, fire, theft, flooding etc, until such time as ownership of said goods has passed to the purchaser. Should goods become damaged in any way after they have been received by the purchaser, the purchaser would be liable to pay us the full purchase price of the goods.
3.5 in the instance of goods being recovered under our retention of title, we will apply a 20% restocking charge or £20.00 whichever is the greater, and recharge to the buyer all freight and collection charges incurred in the return of goods. A credit note will only be issued for goods that are unopened and in fully saleable condition (without discount).
4. Account Application
4.1 account facilities will not be considered until such time as we have received a fully completed application form.
4.2 the seller will make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. The seller may also make enquiries about the principal directors with a credit reference agency.
4.3 the seller will monitor and record information relating to the purchaser’s trade performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention.
4.4 if account facilities are granted the buyer will ensure that the seller is fully informed of any material change to the ownership of the buyer’s business/company and also any changes to the addresses of principle directors. Failure to notify us of such changes means we are continuing to supply the original applicant/s and as such the original applicant/s will remain liable for all outstanding and ongoing debts even after any change of ownership.
5.1 wherever account facilities have been granted the seller’s terms of payment are strictly 30 days from date of invoice, unless other terms have been confirmed in writing by us. If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.1.1 cancel the particular contract or suspend any further deliveries to the Customer under that or any other contract between the parties;
5.1.2 appropriate any payment made by the buyer to such of the Products (or the Products supplied under any other contract between the buyer and Seller) as the Seller may think fit (notwithstanding any purported appropriation by the buyer); and
5.1.3 charge the buyer interest (both before and after any judgment) on the amount unpaid at the rate of 5 per cent per month until payment in full is made for all invoices and any charges incurred (a part of a month being treated as a full month for the purpose of calculating interest).
5.1.4 apply a charge to the buyer for account management costs of not less that £25.00 at the end of each calendar month that the overdue balance/balances remain unresolved.
5.1.5 The Seller shall be entitled to recover from the buyer all costs it incurs in recovering any outstanding amount from the buyer.
5.1.6 Should a buyer’s payment fail to clear their banks then we will charge the customer for costs incurred plus an administration fee. In the event of two or more cheque payments failing to clear then account facilities may be withdrawn and the full account debt owed will become immediately due and must be settled in full within 3 working days. Trade will then be purely cash on delivery basis thereafter.
Note: If you hand over a cheque knowing that the bank or building society won't pay the amount, that is, it will bounce the cheque, this is a criminal offence.
6 Ordering Policy
6.1 if we deliver using our own transportation then all orders over £25.00 (excluding VAT) will normally be delivered carriage paid. Orders delivered using other method or all Web sales are delivered carriage paid if value is over £100.00 (excluding VAT). However, we do reserve the right to make carriage charges in exceptional circumstances. We will consult with you in that case before we ship goods to you. (We reserve the right to increase or decrease minimum order values from time to time). Carriage charges are calculated according to value of goods purchased and also the location of delivery. Please note we do not ship out side of the UK. Deliveries required for outside mainland UK, Isle of Wight, Scotland, Channel Islands, Northern Ireland carriage is at higher rates. We also reserve the right to increase carriage charges for heavy or bulky goods. We will telephone you before accepting your order to discuss such extra costs with you.
7. Cancelling an Order
7.1 in the event that you wish to cancel an order you may do so by sending an email to email@example.com. If a request to cancel an order is made after we have proceeded with our dispatch process we reserve the right to charge for any incurred cost. In the event that you wish to cancel any ‘special order’ items, and we have already committed to buy these from our suppliers in respect of your order then we reserve the right to charge for any incurred costs, and in full should we not be able to return such goods for credit.
8. Deliveries & Shipment.
8.1 we aim to dispatch all orders within 1-2 working days, if possible same day, except for where goods are special order items. Lead times are then dependent upon manufacturers lead times. Express deliveries are often possible; however, there is normally a charge for this service. Please contact our sales offices for further details and confirmation of cost.
8.2 delivery periods and dates are given in good faith but are not the subject of any warranty or condition, and time shall not be of the essence of the contract in these respects. No liability will attach to the Company if delivery periods or dates are not met for any reason whatsoever. Please advise us of any non-delivery within 5 days and confirm in writing to enable us to claim under the carrier’s terms.
8.3 it is the responsibility of the buyer to ensure that we are able to gain access to make delivery.
8.4 if the buyer requests that goods are delivered to a 3rd party or left without our obtaining a signature then we will do so on the basis that we will not be liable for any shortage or damage reported thereafter. The buyer accepts that they will be liable for the full value of goods invoiced.
8.5 we may decline to deliver if we believe that it would be unsafe, unlawful or unreasonably difficult to do so.
9.1 any shortage on delivery must be reported to us at the time of delivery, noted onto the delivery note and confirmed in writing within 5 working days from delivery date. Notices should be sent either by email to firstname.lastname@example.org or by letter posted to our office address shown on your delivery note and or invoice. After investigation we may replace or credit the goods at our discretion.
9.2 it is the responsibility of the buyer to fully check the delivery for accuracy at the time of delivery.
9.3 signatures for goods delivered imply that all goods and quantities were correct at time of delivery. Delivery notes marked as ‘unchecked’ or ‘unexamined’ will not be deemed valid.
10.1 on receipt of your order, if the package or product is visibly damaged, you must mark ‘box/boxes damaged’ on the courier’s delivery record when signing for the delivery, before inspecting the goods yourself. All damages must be notified to us within 2 working days of receipt in order to obtain a replacement or credit. Claims for damages either outside of this period or that were not marked on the delivery note as damaged, will not be considered.
10.2 if goods are accepted without notice of damage at the time of delivery then we will not be liable for any subsequent damage to any other fixtures, fittings or other articles howsoever caused.
10.3 signatures for goods delivered imply that all goods delivered were in good and sound condition at that time. Delivery notes marked as ‘unchecked’ or ‘unexamined’ will not be deemed valid.
11 Return of Goods
11.1 we want you to be pleased with your purchase. We will offer a refund for unopened/unused items* returned to us within 7 days of purchase, provided that;
11.1.1 you contact our offices to obtain an official returns number. Our operators will confirm with you a returns procedure. We will not be liable for any goods returned to us without the customer obtaining an official returns number in any circumstances. Unauthorised returns will not be accepted.
11.1.2 goods are returned in original, unmarked and unopened packaging, and in a fully resalable (non-discounted) condition, and complete with all parts and accessories and manuals.
11.1.3 *certain items are non-returnable due to legal or manufacturer restrictions. These include but are not limited to consumable products, medical and first aid items, used items, glassware, crockery and cookware, vacuum cleaners and other cleaning machinery, perishable items, customised, bespoke or special-order products.
11.2 Used, opened or marked items will not be credited under any circumstances.
11.2.1 All returns are subject to a restocking fee of 20% or £25.00 whichever is the greater, and any associated cost of return carriage or collection cost. This will be deducted from the credit for the returned goods. Products which have been specifically purchased to order are not normally returnable for credit. However, with the manufacturer's prior agreement, these goods may be returnable but will be subject to the manufacturer's return goods terms and restocking connected thereto are likely to be significantly higher.
11.2.2 we will not be held responsible for disputed returns should the buyer send or attempt to send goods back under any other method or system or without an official collection/returns note.
12 Fitness for Particular Purpose
12.1 the Seller shall be deemed not to have knowledge of either the nature of the proposed use or the purpose of the market for which the goods are required unless a specific and detailed statement of the proposed use is submitted in writing by the buyer and a written statement of the suitability of the subject goods for the specified purpose provided by the Seller, and subject to the conditions of use (including operator's expertise) being to the Seller's satisfaction.
13 Failure within Guarantee Period
13.1 a proof of purchase must be supplied before any warranty repairs/replacements can be accepted. Please ensure that you retain all invoices.
13.2 if goods fail during guarantee period we will adhere to the manufacturers’ warranty terms. This may include supply of replacement part, collection or by sending an engineer to site.
13.3 if the fault is confirmed to be due to a manufacturing defect, we will arrange repair or replacement if goods cannot be repaired. If, however, the fault is found to be due to normal wear and tear, misuse or accidental damage, we will provide a quotation for the remedy, and you will be responsible for the full cost or repair, carriage charges and any incurred travel/call out costs.
14. Descriptive Matter and Illustrations
14.1 all illustrations, web images, drawings, catalogues and descriptive matter are of a generally informative nature only, and do not form part of the specification or description of the goods except to the extent expressly incorporated in them in writing.
15. Exclusion of Liability
15.1 the Seller shall in no circumstances be liable for consequential losses of any kind arising directly or indirectly from, or in consequence of, a sale of any goods, by the Seller, or the use of any of the Seller's goods, except in so far as the law expressly forbids the exclusion of liability for a specific condition, guarantee or warranty.
16. Buyer's Conditions and Variations
16.1 Any variations or conditions intended to be set by the Buyer form no part of the contract of sale between the Seller and the Buyer, unless such variations have been agreed in writing by the Seller. None of the Seller's employees or agents has any authority to bind the Seller by an oral agreement at variance with these Conditions of Sale.
17. Force Majeure
17.1 In the case of stoppage at the Seller's plant resulting from fire, breakdowns, lockouts, explosions, strikes, force majeure, or any cause outside the control of the Seller, deliveries against any order may be suspended by the Seller for the duration of the stoppage, and the Seller shall be under no liability by any reason of any such suspended deliveries. The Seller shall have the right to deliver to the buyer any portion of any order remaining undelivered as a result of suspension of deliveries as soon as circumstances permit.