Terms and Conditions
These conditions apply to all contracts for the sale of Goods by the Seller and supersede any previous Conditions of Sale published by the Seller.
No additions or modifications to or terms or conditions inconsistent with these Conditions shall be binding upon the Seller unless expressly agreed by the Seller in writing.
All brochures, catalogues, price lists and other advertising or descriptive material submitted to the Customer are intended to be approximate only and to give a general impression of the Goods.
Unless expressly incorporated the same shall not form part of the Contract.
The Seller reserves the right to make minor alterations to the design specification or construction of the Goods without prior notification to the Customer.
Under no circumstances will the Seller be liable for technical information, recommendations or statements or advice (hereinafter together referred to as “information”) whether oral or in writing furnished by the Seller, its servants or agents before a contract of sale is made, where that information is given in reliance on information published or provided by an independent company or person.
The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Customer shall fully indemnify the Seller against any fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with this Clause.
2. QUOTATION AND ORDERS
No contract for the supply of Goods will be created by the acceptance of a quotation or by an order by the Customer until the Seller acknowledges such acceptance or order (either verbally or in writing) or commences work on the order.
If the Seller provides a quotation such quotation is only open for a period of 30 days and (without prejudice to clause 3.1) the Seller reserves the right to refuse to accept any order based upon a quotation unless an order is made within such period.
2.2.1 If the goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Customer, the Customer shall indemnify the Seller against all losses, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Customer’s specification;
2.2.2 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to specification, which do not materially affect their quality or performance.
3. PRICE AND PAYMENT TERMS
Subject to clause 3.2.2 all prices charged are those current at the time of despatch of the goods.
All prices are exclusive of carriage (subject to clause 7.1) and exclusive of VAT.
3.2.1 Payment for the Goods shall be due and payable in POUNDS STERLING before the goods have been despatched;
3.3 The Seller reserves the right to recover from the Customer all direct expenses reasonably incurred by the Seller in collection of any overdue sums.
3.4 Without prejudice to any other rights of the Seller, if there is reason to doubt that the amounts due from the Customer under the terms of the Contract will be paid in full then the Seller reserves the right to require payment in full before delivery or performing any other work or services whatsoever for the Customer.
3.5 The Customer shall indemnify the Seller against all losses sustained or extra expenditure incurred as a result of such suspension:
3.6 Where payment requested in accordance with this clause is not received within 30 days of demand, the Seller reserves the right to sell or dispose of the goods produced for the Customer and to recover any additional loss from the Customer.
3.7 The Customer shall not sell the goods lower than 10% below the recommended retail price as advertised on www.freshecig.co.uk.
The Seller has the right to terminate any contract and future contract with the Customer it finds breaching this term.
Legal ownership of the Goods is to remain vested in the Seller until the Goods have been paid for in full;
If the Customer obtains possession of the Goods prior to such payment, the Customer shall hold the goods in a separate and identifiable form as bailee and fiduciary agent for the Seller;
Failure to pay the full amount when due shall give the Seller, or its employees or agents, the right to repossess the Goods (and enter the Customer’s premises for that purpose if necessary) with or without notice and without liability and, at its option, to avail itself of any other legal remedy;
The Seller shall have the right to sell the Goods once they have been re-possessed under this Condition.
Notwithstanding the clause 5, the Seller shall be entitled to maintain an action for the price of the Goods at any time after the date when payment is due.
If prior to payment in full being made the Goods become commingled with similar goods belonging to the Customer and/or any third party the Customer shall hold the Seller’s proportion of the commingled Goods or their proceeds of sale on trust for the Seller.
The Seller shall be treated as a tenant-in-common of the commingled Goods and the Customer shall hold as trustee the Seller’s proportion and (if the commingled goods have been sold) pay to the Seller its due proportion of the proceeds of sale.
5. PERFORMANCE AND FORCE MAJEURE
The Seller shall take all reasonable steps to perform its obligations and deliver within the time specified, but such times are estimates only.
The Seller shall not be liable for expenses, losses or damages caused by late performance or delay in delivery and such late performance or delay shall not entitle the Customer to rescind the Contract.
Without prejudice to the above, the Seller shall have no liability for any expenses, losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of the Seller.
6. RISK CARRIAGE PACKAGING AND STORAGE
Subject to the Seller agreeing the place and method of delivery in writing, the cost of delivery will be paid by the Seller on all orders over the sum specified in the Seller’s price list from time to time and all orders less than such sum will be subject to a “small order” processing charge.
In the event that the Seller does not agree the place and method of delivery the Seller shall be entitled to charge for the cost of delivery.
Unless the Customer specifies otherwise, the Seller reserves the right in its absolute discretion to choose the means of carriage to the Customer. Any such specific instructions must be given to the Seller at the time of order and where such specific instructions are given the Seller reserves the right to charge for delivery.
The risk of any loss, damage to or deterioration of the Goods shall pass to the Customer upon delivery or attempted delivery of the Goods.
Once the Goods are ready for delivery the Seller shall be entitled to invoice and be paid for the Goods as if they had been delivered if for any reason the Customer does not accept delivery.
In such circumstances the Seller may arrange storage for the Goods and the cost of the storage shall be added to the Contract price.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
The Seller will not be liable for any duty, TAX, carriage or such charges whether in the UK or in the Customers delivery country in relation to goods sent or received.
7. TERMS AND REPRESENTATIONS
The Seller shall have no liability for damages to, deterioration in or partial loss of the goods in transit or shortfall in delivery unless:
If the matter should have been apparent on a reasonable examination on delivery, the Customer gives written notice to the Seller within 3 days of delivery; or
If the matter should not have been apparent on reasonable examination on delivery, the Customer gives written notice to the Seller within 10 days of delivery.
The Seller agrees to repair or (at its discretion) replace or (at its discretion) issue a credit note in respect of goods which are found to be defective by reason of faulty material and workmanship and which are returned to the Seller providing that each of the following are satisfied:
Notification of any defect is given to the Seller as soon as reasonably practicable after becoming apparent to the Customer;
The Goods have only been operated under normal operating conditions and have only been subject to normal use;
No work whatsoever (other than normal and proper maintenance) has been carried out to the Goods without the Seller’s prior written consent;
The Goods have been assembled or incorporated into other goods by a qualified and recognised electrician and only in accordance with any instructions issued by the Seller;
The defect has not arisen from an item manufactured or supplied by a person other than the Seller. In respect of any item manufactured by a person other than t.
No returns or exchanges on any sale items.