OFFICE SOLUTIONS STANDARD TERMS AND CONDITIONS OF SALE

DEFINITIONS

These are the only conditions upon which OFFICE SOLUTIONS (“the Seller”) will trade with the Buyer. In these conditions the following capitalised words have the meanings indicated;
“The Bespoke Goods” means Goods of a type or specification not commonly supplied by the Seller or Goods specifically ordered by the Seller to resell to the Buyer in accordance with the Order ”the Bespoke Services” means Services of a type or specification not commonly supplied by the Seller of Services specifically designed by the Seller to be provided to the Buyer in accordance with the Order; “the Buyer” means the person firm or company to be supplied with Goods pursuant to the Contract; “the Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods and includes these Conditions, the Order, the Seller’s Customer Returns Policy and the Account Applications Form; “the Goods” means the goods to be supplied by the Seller to the Buyer pursuant to the Contract; “the Order” means the offer from the Buyer to the Seller to purchase the Goods in accordance with these Conditions; “the Seller’s Customer Returns Policy” means the Seller’s returns policy or policies for the Goods as may be published by the Seller from time to time; “ the Services means the services to be supplied by the Seller to the Buyer pursuant to the Contract; “the Supplementary Conditions” means the supplementary  conditions which will apply in additions to these Conditions to the sales by the Seller to the Buyer of Bespoke Goods; “the Price List” means the Seller’s currently published price list at the date of dispatch of the Goods; and “Working Day” means any day from Monday through to Friday inclusive excluding United Kingdom and Republic of Ireland public holidays.

GENERAL

1. These Conditions govern the Contract to the entire exclusion of any other express or implied conditions and they maybe varied only by the agreement in writing of the Seller and Buyer.
2. The Buyer accepts that in entering onto the Contract it has not relied upon any prior promises, representations or undertakings of the Seller or any of the Seller’s employees or agents nor any documents not expressly included in the definition of Contract set out in these Conditions.
3. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, supply or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable “(save as provided for in Condition 7 and save in respect of a claim for fraudulent misrepresentation) for any such advise or recommendation which is not so confirmed.
4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, order acknowledgement or other document or information issued by the Seller (including without limitation any electronic communications) shall be subject to correction without any liability, either in contract, or otherwise on the part of the Seller.
5. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the Order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to fulfil the Order in accordance with these Conditions.
6. Acceptance of any Order shall be deemed to be made by the Seller upon the first of: issue of any invoice to the Buyer in respect of the Goods; or receipt by the Buyer of the Order Acknowledgement (if applicable); or upon delivery of the Goods to the Buyer or customer of the Buyer.
7. The Supplementary Conditions will apply to any Order for Bespoke Goods or Bespoke Services.
8. In the event of a conflict between these Conditions and any other documents forming part of the Contract then these Conditions will prevail. The offers are presented to business clients only and as such are supplied in accordance with the distance selling laws related to selling to business customers and not to individuals.

PRICE

1. The price of the Goods shall be the same as the quoted price as agreed between the Buyer and the Seller and which may be confirmed in writing to the Buyer or, where the price has not been quoted,  the price listed in the online Price List.
2. The price for the Goods includes all charges for transport to the  Buyer’s Premises where deliveries are within the Seller’s normal van routes.
3. The Seller may charge the Buyer extra costs;
• For additional carriage cost on deliveries outside the Seller’s normal van routes.
• If the Buyer requests that the delivery of the Goods is made to a third party.
• For Orders less than £75.00 (net of VAT and any other taxes payable)
• For Orders requiring same day delivery.
• If the Buyer requests any emergency deliveries.
4. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond its control, including but without limitation any increases in cost die to market fluctuations, any change in delivery dates, errors in data shown on the website or in our catalogues, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer to give the Seller adequate information or instructions
5. Unless otherwise agreed in writing between the Seller and the Buyer, the price of the Goods is exclusive of Value Added Tax or any similar taxes levies or duties which will be added to or charged on invoices at the appropriate rates.

PAYMENT

1. If a credit agreement is permitted then the terms of this agreement shall be 30 days unless otherwise agreed in writing by the Seller.
2. The Buyer shall make payment to the Seller in respect of the value of the goods  supplied at the displayed price.
3. The Seller may charge interest on the payment from the date it becomes overdue at a rate of 2% per month until the date of payment. The issue of this charge is at the sole decision of the Seller and may be invoked at any time. Previous decisions not to levy the charge do not constitute an expectation from exemption to this late payment fee.
4. The Seller can cancel the Contract or suspend any further deliveries to the Buyer until payment has been received.
5. Issue a notice to the Buyer following which all sums due under the Contract and any other contract between the Buyer and Seller shall become immediately due and payable.
6. Require the immediate return to the Seller of all Goods agreed to be sold by the Seller to the Buyer in which the property had not passed to the Buyer (as specified in condition title 1 below) and the Buyer agrees to reimburse to the Seller upon demand the Seller’s reasonable costs or expenses in recovering such Goods.

TITLE

1. The property in the Goods  shall not pass to the Buyer until the full price of the Goods(and all the Goods, which are the subject of any other contract between the Seller and the Buyer) has been received by the Seller in cash or cleared funds. 

DELIVERY AND RISK

1. Risk of damage or loss to the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of Goods, the time when the Seller has tendered delivery of Goods.
2. The Seller shall use its reasonable endeavours to deliver the Goods to the Buyer within a reasonable period after the receipt of the Order by the Seller.
3. Where the Seller appoints a carrier to effect delivery on its behalf, at the time the carrier commences loading the Goods from the Seller’s premises on to its delivery vehicle .
4. Unattended deliveries, where requested by the Buyer, shall be at the Buyer’s own risk.

WARRANTY AND LIMITATIONS OF LIABILITY

1. The Seller warrants that the Goods will be of satisfactory quality and fit for the purpose for which they were supplied.
2. The Seller will endeavour to pass on to the Buyer the benefit of any guarantees or indemnities given to it for them by its supplier.
3. Nothing  in these Conditions shall apply to exclude or limit any liability to the Buyer  in respect of;
   • Fraud, fraudulent  misrepresentations
   • The terms as to title and quiet possession implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.

OVER/SHORT/NON DELIVERY

1. If there is a discrepancy in the Goods delivered the Buyer must inform the Seller on the first working day of purported delivery.If the claim is by, e-mail or fax the Seller should confirm receipt of correspondence, if by telephone  the Buyer should note the name of the person and the acknowledgement reference given.

RETURNS

1. The Seller has the discretion (which it may exercise as it wishes) to accept the return of any of the Goods supplied to but not required by the Buyer (upon such terms in the respect of handling charge or otherwise as the Seller may choose) and to issue a credit note in respect thereof. Any request  by the Buyer to the Seller to excise such a discretion must by made in accordance with the provisions of the Seller’s Customer Returns Policy.

CLAIMS PROCEDURE IN RESPECT OF DEFECTIVE GOODS

1. The Seller’s customers sales office must be notified of any claim in respect of any of the Goods alleged to be defective by fax, e-mail of telephone specifying the reason giving rise to such claim or return.
• Where the product has a manufacturing fault or part missing within 5 working days.
• Where a product has been damaged by the Seller in delivery of the products within 5 working days.
• The product code and advise note number and quantity of the Goods must be quoted in any correspondence.
2. If the Buyer claims that the carrier of the Goods has caused damage in delivering the goods ( if a third party carrier ) the Buyer shall notify the Seller within 3 working days. If the Buyer fails to give any such notice the Seller is prevented from successfully claiming against the carrier for such damage, the Buyer shall be liable to pay for the Goods as though no such damage occurred.

FORCE MAJEURE

The Seller shall have the right to cancel, or to reduce the volume of the Goods delivered, or to delay delivery if it is prevented from the delivery of the Goods through any circumstances beyond its control (affecting either itself or any other party) including (but not limited to ) industrial action, war, fire, prohibition or enactment of any kind, lock –out or trade dispute, without incurring any liability for any loss or damage whatsoever resulting there from.

WAIVER

The failure of either party to enforce or to exercise at any time any terms of or any right arising pursuant to these Conditions does not constitute and shall not be construed as a waiver of such terms or right and shall in no way affect either party’s rights later to enforce or exercise it. Any express waiver of any breach of these Conditions shall not be deemed to be a waiver of any subsequent breach.

ASSIGNMENT