Credit Account Terms & Conditions
| 1. | INTERPRETATION |
| In the condition the following words shall bear the following meanings: “the Seller” shall mean Office Star Group Limited. “the Buyer” shall mean the person purchasing the Goods. “the Contract” shall mean the contract for the sale and purchase of the Goods entered into between the Seller and the Buyer in accordance with Condition 2. “Delivery Date” the actual time and day of delivery as agreed between the parties in writing or otherwise. “Goods” shall mean all office equipment, stationery and related items sold by the Seller; “Writing” includes telex, electronic mail, facsimile transmission and comparable means of communication. |
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| 1.1 | Any reference in these conditions to any provision of statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. |
| 1.2 | The headings in these conditions are for convenience only and shall not affect the interpretation. |
| 2. | BASIS OF SALE |
| 2.1 | The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation, written or otherwise, of the Seller. |
| 2.2 | These conditions shall be incorporated into each and every Contract made between the Buyer and the Seller and shall apply to the exclusion of all other conditions even if included as conditions of purchase by the Buyer which they shall override. |
| 2.3 | The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are, not so confirmed. |
| 2.4 | Any typographical, clerical or other error or omission in any sales literature issued by the Seller shall be subject to correction without any liability on the part of the Seller. |
| 3. | ORDERS |
| 3.1 | The quantity and description of the Goods shall be those set out in the Seller’s Delivery Note or quotation. |
| 3.2 | No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the buyer shall indemnify the Seller in full against all loss (including loss of profit) costs, damages, charges and expenses incurred by the Seller as a result of cancellation. |
| 4. | PRICE OF THE GOODS |
| 4.1 | The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. |
| 4.2 | 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 the control of the Seller. |
| 4.3 | The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay the Seller. |
| 4.4 | An additional charge may be made for packing and carriage on all orders. |
| 5. | TERMS OF PAYMENT |
| 5.1 | Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. |
| 5.2 | The buyer shall pay the price of the Goods, without any other deductions, within thirty (30) days of the date of the Seller’s invoice. |
| 5.3 | At the Seller’s discretion they may require a payment on account under any Contract. |
| 5.4 | Interest will be charged on all overdue accounts which will be charged at 8% over HSBC base rate ( from time to time) under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 from the day the monies should have been paid until the actual date payment occurs. |
| 5.5 | Any payment for Goods supplied will be allocated to the oldest invoice first unless there is a genuine dispute over Goods which have been supplied which has been notified in writing to the Seller in accordance with clause 8.7 below. |
| 5.6 | If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries to the Buyer. |
| 6. | DELIVERY |
| 6.1 | The Goods are normally to be delivered to a place specified by the Buyer, by the Seller delivering the Goods to that place. |
| 6.2 | 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 Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. |
| 6.3 | The Seller shall accept no liability (including any liability for negligence) for any damage or loss (including consequential loss or loss of profits) arising from delay or failure to deliver Goods for any reason whatsoever. |
| 6.4 | If the Buyer fails to take delivery of the Goods on the due Delivery Date, or fails to give the Seller adequate delivery instructions at the time stated for delivery otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: |
| 6.4.1 | store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage. |
| 6.4.2 | sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. |
| 7. | RISK AND PROPERTY |
| 7.1 | Risk of damage to or loss of the Goods shall pass to the Buyer, |
| 7.1.1 | in the case of Goods to be delivered at the Buyer’s premises, at the time of delivery or, |
| 7.1.2 | if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. |
| 7.2 | Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the ownership of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods. |
| 7.3 | Until such time as the ownership of the Goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall not be entitled to use the Goods in the ordinary course of its business. |
| 7.4 | Until such time as the ownership of the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to Deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any Third Party where the Goods are stored and repossess the Goods. |
| 8. | WARRANTIES AND LIABILITIES |
| 8.1 | Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery. The Buyer undertakes to the Seller that it will rely upon the manufacturer’s warranty in relation to the Goods apart from Goods which are notified as being defective within three ( 3 ) days from the date of delivery as set out in clause 8.4. The Buyer undertakes to indemnify the Seller against any claim it may have for defective Goods which are not notified within three (3) days from the date of delivery and further undertakes to rely on the manufacturer’s warranty in respect of any such claims against the manufacturer which the Seller absolutely assigns to the Buyer when payment for the Goods has taken place. |
| 8.2 | Subject to expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a customer (within the meaning of the unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by the statute or common law are excluded to the fullest extent permitted by law. |
| 8.3 | Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction Restrictions on Statements, Order 1996) the statutory rights of the Buyer are not affected by these Conditions. |
| 8.4 | Any claim by the Buyer which is based on any defect in quantity or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within three (3) days from the date of delivery in writing. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Any claim made and notified shall be deemed to be waived and absolutely barred. |
| 8.5 | Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of these goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or such of them in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer |
| 8.6 | Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions. |
| 8.7 | The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: |
| 8.7.1 | act of God, explosion, flood, tempest, fire or accident |
| 8.7.2 | war or threat of war, sabotage, insurrection, civil disturbance or requisition |
| 8.7.3 | acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any statutory body, governmental department or agency or local authority or other body having jurisdiction over the activities of the Seller (including in particular any such as relate to the movement or sale of birds): |
| 8.7.4 | import or export regulations or embargoes: |
| 8.7.5 | strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a Third Party): |
| 8.7.6 | difficulties in obtaining the Goods, labour or fuel: |
| 8.7.7 | power failure or breakdown of machinery. |
| 8.8 | Where the Seller is hindered or prevented by reason of any of the circumstances mentioned in Clause 8.7 from performing its obligations in relation to the Goods, the Seller shall have the right to: |
| 8.8.1 | extend the time or date for delivery by such periods as the Seller in its absolute discretion shall consider reasonable. |
| 8.8.2 | rescind the Contract or deliver such smaller quantity of Goods as the Seller shall consider reasonable, the Buyer paying for such Goods delivered at the contractual price per item without being liable for any loss or damage thereby caused. |
| 8.8.3 | Deposit non refundable except at the discretion of the management. |
| 8.8.4 | Next day deliveries cannot be guaranteed because the Seller relies on third party carriers to deliver all Goods. |
| 9. | INSOLVENCY OF BUYER |
| 9.1 | This clause applies if: |
| 9.1.1 | the Buyer enters into any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction: or |
| 9.1.2 | a receiver or administrative receiver is appointed over any property or assets of the Buyer; or |
| 9.1.3 | the Buyer ceases, or threatens to cease to carry on business; or |
| 9.1.4 | the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. |
| 9.2 | If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. |
| 10. | GENERAL |
| 10.1 | Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to that party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. |
| 10.2 | No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. |
| 10.3 | This Contract shall be governed by the laws of England and determined in the English courts and any dispute under the Contract or for Late Payment shall be determined in the Gloucester County Court. |
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