Euro Commercials (South Wales) Limited
Terms & Conditions
1. Interpretation
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the purchaser of the Products from Euro Commercials.
Contract: the contract incorporating these terms and conditions formed between the Buyer and Euro Commercials when Euro Commercials send the Buyer the Dispatch Confirmation.
Director: a director from time to time of Euro Commercials.
Dispatch Confirmation: the email sent by Euro Commercials to the Buyer confirming that the Product has been dispatched.
Euro Commercials: is Euro Commercials (South Wales) Limited, registered in England and Wales with company number 1459115 and with our registered office at Ipswich Road,CardiffCF23 9AQ. Our VAT number is 329015083.
Manufacturer: the manufacturer of the relevant Products.
Parties: the Buyer and Euro Commercials.
Products: any goods as available for purchase on the Website from time to time.
Website: Euro Commercials’ website at www.eurocommercials.co.uk
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2. Service Availability
2.1 Euro Commercials’ Website is only intended for use by people resident in theUnited Kingdom. Euro Commercials do not accept Website orders from individuals outside of theUnited Kingdom.
3. Your Status
3.1 By placing an order through Euro Commercials’ Website, the Buyer warrants that:
3.1.1 the Buyer is legally capable of entering into binding contracts;
3.1.2 the Buyer is at least 18 years old;
3.1.3 the Buyer is a resident in theUnited Kingdom; and
3.1.4 the Buyer is accessing Euro Commercials’ Website from within theUnited Kingdom.
4. How the Contract is Formed between the Buyer and Euro Commercials
4.1 After placing an order, the Buyer will receive an e-mail from Euro Commercials acknowledging that Euro Commercials have received your order. Please note that this does not mean that your order has been accepted. The Buyer’s order constitutes an offer to Euro Commercials to buy a Product. All orders are subject to acceptance by Euro Commercials, and Euro Commercials will confirm such acceptance to the Buyer by sending the Buyer the Dispatch Confirmation.
5. Consumer Rights
5.1 If the Buyer is contracting as a consumer, the Buyer may cancel a Contract at any time without cause within seven working days, beginning on the day after the Buyer received the Products. In this case, the Buyer will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in condition 12 below).
5.2 To cancel a Contract, the Buyer must inform Euro Commercials in writing. The Buyer must also return the Products to Euro Commercials immediately, in the same condition in which the Buyer received them, and at the Buyer’s own cost and risk. The Buyer has a legal obligation to take reasonable care of the Products while they are in the Buyer’s possession. If the Buyer fails to comply with this obligation, Euro Commercials may have a right of action against the Buyer for compensation.
6. Application of terms
6.1 The Buyer’s attention is drawn to condition 13.4 dealing with the limitation of the liability of Euro Commercials.
6.2 Subject to any variation under condition 6.3 the Contract shall be on these 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, email, specification or other document).
6.3 These conditions apply to all sales by Euro Commercials and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a Director. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Euro Commercials which is not set out in the Contract. Nothing in this condition shall exclude or limit liability of Euro Commercials for fraudulent misrepresentation.
6.4 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
6.5 If the Manufacturer discontinues the sale of Products required to fulfil the Contract, Euro Commercials may cancel the Contract and return any payment to the Buyer without further liability on the part of Euro Commercials.
7. Product Description
7.1 All specifications and advertising issued by Euro Commercials and any descriptions or illustrations contained in Euro Commercials Website or catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract.
7.2 The quantity and description of the Product shall be as set out in the Dispatch Confirmation.
7.3 Euro Commercials shall issue a revised Dispatch Confirmation when they have agreed a change to an order from the Buyer that Euro Commercials has already accepted.
8. Delivery
8.1 The Buyer’s order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Dispatch Confirmation. Any dates specified by Euro Commercials for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice.
8.2 Subject to the other provisions of these conditions (and in particular the attention of the Buyer is drawn to condition 13) Euro Commercials shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by the negligence of Euro Commercials), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 30 days.
8.3 If for any reason the Buyer fails to accept delivery of any of the Products when they are ready for delivery, or Euro Commercials is unable to deliver the Products on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
8.3.1 risk in the Products shall pass to the Buyer (including for loss or damage caused by Euro Commercials negligence);
8.3.2 the Products shall be deemed to have been delivered; and
8.3.3 Euro Commercials may store the Products until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, the cost of insurance and any stocking charges imposed on Euro Commercials that arise as a result of the failure of the Buyer to take delivery on time) and the Buyer shall immediately reimburse Euro Commercials such costs and expenses upon demand.
8.4 Euro Commercials may deliver the Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
9. Risk of damage and ownership
9.1 The Products are at the risk of the Buyer from the time of delivery.
9.2 Ownership of the Products shall not pass to the Buyer until Euro Commercials has received in full (in cash or cleared funds) all sums due to it in respect of the Products.
9.3 Until ownership of the Products has passed to the Buyer, the Buyer shall:
9.3.1 hold the Products on a fiduciary basis as Euro Commercials bailee;
9.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
9.3.3 maintain the Products in satisfactory condition and keep them insured on Euro Commercials behalf for their full price against all risks to the reasonable satisfaction of Euro Commercials.
9.4 The Buyer may resell the Products before ownership has passed to it solely on the following conditions:
9.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
9.4.2 any such sale shall be a sale of Euro Commercials property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
9.5 The Buyer's right to possession of the Products shall terminate immediately if:
9.5.1 the Buyer has a bankruptcy order made against them or makes an arrangement or composition with their creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
9.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Euro Commercials and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade.
9.6 Euro Commercials shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Euro Commercials.
9.7 The Buyer grants Euro Commercials, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
9.8 On termination of the Contract, howsoever caused, Euro Commercials (but not the Buyer's) rights contained in this condition 9 shall remain in effect.
10. Price & Import Duty
10.1 The price of any Products will be as quoted on our Website from time to time, except in cases of obvious error.
10.2 Prices are liable to change at any time, but changes will not affect orders in respect of which Euro Commercials have already sent the Buyer a Dispatch Confirmation.
10.3 The Website contains a large number of Products and it is always possible that, despite Euro Commercials’ best efforts, some of the Products listed on the Website may be incorrectly priced. Euro Commercials will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, Euro Commercials will charge the lower amount when dispatching the Product to the Buyer. If a Product’s correct price is higher that the price stated on the Website, Euro Commercials will normally, at our discretion, either contact the Buyer for instructions before dispatching the Product, or reject the Buyer’s order and notify the Buyer of such rejection.
10.4 Euro Commercials are under no obligation to provide the Product to the Buyer at the incorrect (lower) price, even after Euro Commercials have sent the Buyer a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Buyer as a mis-pricing.
10.5 Unless otherwise agreed by Euro Commercials in writing, the price for the Products shall be the price set out in the Dispatch Confirmation.
10.6 Unless explicitly set out in any quote from Euro Commercials or in the Dispatch Confirmation the price for the Products shall be deemed to be exclusive of any value added tax, delivery costs and charges, all of which amounts the Buyer shall pay in addition when it is due to pay for the Products.
10.7 If the Buyer orders Products from Euro Commercials’ Website for delivery outside of theUK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. Please note that Euro Commercials have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
10.8 Please note that the Buyer must comply with all applicable laws and regulations of the country for which the Products are destined. Euro Commercials will not be liable for any breach by the Buyer of any such laws.
11. Payment
11.1 Payment of the price for the Products is due in pounds sterling and shall be made by the Buyer upon placing an order through the Website using a credit or debit card.
11.2 Time for payment shall be of the essence.
11.3 No payment shall be deemed to have been received until Euro Commercials has received cleared funds.
11.4 The Buyer shall make all payments due under the Contract in full 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 Euro Commercials to the Buyer.
11.5 If the Buyer fails to pay Euro Commercials any sum due pursuant to the Contract, the Buyer shall be liable to pay a handling charge to Euro Commercials being a sum equivalent to the costs incurred by Euro Commercials due to the late payment. By way of example only such costs might include the continuing storage costs of the Products and any additional stocking charges which accrue and are due from Euro Commercials to the Manufacturer. Such handling charge shall accrue on a daily basis until payment is made.
12. Warranty and Quality
12.1 Euro Commercials shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to Euro Commercials by the Manufacturer in respect of the Products.
12.2 Without detracting from Condition 12.1 Euro Commercials warrants that (subject to the other provisions of these conditions) on delivery the Products shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
12.3 Euro Commercials shall not be liable for a breach of the warranty in condition 12.2 unless:
12.3.1 The Buyer gives written notice of the defect to Euro Commercials, 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
12.3.2 Euro Commercials is given a reasonable opportunity (after receiving the notice) of examining such Products and the Buyer (if asked to do so by Euro Commercials) returns such Products to the place of business of Euro Commercials.
12.4 Euro Commercials shall not be liable for a breach of any of the warranties in condition 12.2 if:
12.4.1 the Buyer makes any further use of such Products after giving such notice; or
12.4.2 the defect arises because the Buyer failed to follow any oral or written instructions provided with the Products as to the use or maintenance of the Products or (if there are none) good trade practice; or
12.4.3 the Buyer alters or repairs such Products without the written consent of Euro Commercials.
12.5 Without detracting from condition 12.1 (and any rights the Buyer has under a warranty from the Manufacturer) and subject to condition 12.3 and condition 12.4, if any of the Products do not conform with the warranties in condition 12.2 Euro Commercials shall at its option repair or replace such Products (or the defective part) or refund the price of such Products at the pro rata Contract rate provided that, if Euro Commercials so requests, the Buyer shall return the Products (or the part of such Products which is defective) to Euro Commercials.
12.6 The cost of returning any Products or parts under condition 12.5 shall be borne in accordance with the guidelines from time to time of the Manufacturer which will be made available to the Buyer on request.
12.7 If Euro Commercials complies with condition 12.5 it shall have no further liability for a breach any of the warranties in condition 12.2 in respect of such Products.
13. Limitation of liability
13.1 The following provisions (along with condition 8.4 and condition 12.7) set out the entire financial liability of Euro Commercials (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
13.1.1 any breach of these conditions, including any deliberate breach of these conditions Euro Commercials or its employees, agents or subcontractors;
13.1.2 any use made or resale by the Buyer of any of the Products; and
13.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2 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.
13.3 Nothing in these conditions excludes or limits the liability of Euro Commercials:
13.3.1 for death or personal injury caused by Euro Commercials negligence; or
13.3.2 under section 2(3), Consumer Protection Act 1987; or
13.3.3 for any matter which it would be illegal for Euro Commercials to exclude or attempt to exclude its liability; or
13.3.4 for fraud or fraudulent misrepresentation.
13.4 Subject to condition 13.2 and condition 13.3:
13.4.1 Euro Commercials shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract; and
13.4.2 Euro Commercials total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Products as set out in the Dispatch Confirmation.
14. Assignment
14.1 Euro Commercials may assign the Contract or any part of it to any person, firm or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Euro Commercials.
15. Force majeure
15.1 Euro Commercials reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products 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 Euro Commercials including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, 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 notice in writing to Euro Commercials to terminate the Contract.
16. General
16.1 Each right or remedy of Euro Commercials under the Contract is without prejudice to any other right or remedy of Euro Commercials whether under the Contract or not.
16.2 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.
16.3 Failure or delay by Euro Commercials in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 Any waiver by Euro Commercials of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 The Parties do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.6 The Contract may only be varied if the variation is in writing and accepted by Euro Commercial in writing which has been signed by a Director.
17. Right to Vary the Conditions
17.1 Euro Commercials have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
17.2 The Buyer will be subject to the policies and terms and conditions in force at the time that the Buyer orders Products from Euro Commercials, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by the Buyer), or if Euro Commercials notify the Buyer of the change to those policies or these terms and conditions before Euro Commercials send the Buyer the Dispatch Confirmation (in which case Euro Commercials have the right to assume that the Buyer has accepted the change to the terms and conditions, unless the Buyer notifies Euro Commercials to the contrary within seven working days of receipt by the Buyer of the Products).
18. Disputes
Any Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws ofEnglandandWales, and the Parties submit to the exclusive jurisdiction of the courts ofEnglandandWales.
19. Communications
19.1 All communications between the Parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post to Euro Commercials’ registered address or sent to Euro Commercials’ contact email as set out on the Website.