These are the terms and conditions referred to in your order (‘Order’) for us to supply you with [Description of Goods] (‘Goods’).
They describe the terms on which we will sell the goods to you. In particular, we must deliver the correct goods to the right place at the agreed time in good condition, and they explain our legal responsibility to you if we fail to meet these standards.
They also explain that you must pay us the correct price, and when legal ownership of the goods passes from us to you. These issues are important for insurance and risk purposes, and so we have also included a clause to explain the position if goods are damaged or delayed for reasons outside anyone’s control (including natural causes).
This introduction is designed to give you an overview of the terms and conditions, but it is not part of the terms and conditions themselves.
- 2.1 The Order is your offer to buy the goods from us on these Conditions, and you must make sure that the Order (and any required standards or measurements or specification of the Goods that form part of your Order) is correct.
- 2.2 When we send you a written acceptance, you have a binding contract with us, and these Conditions are part of it.
- 2.3 The contract is our entire agreement. No previous statements or representations that we have made to you form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
- 2.4 If we have given you a quotation for the goods, it is only valid for [Number of Days] days from its issue date. It is not an offer to sell you the goods.
- 2.5 If either of us needs to give the other a notice under the contract (‘Notice’), the Notice must be given properly to be effective. Clause 9.4 explains how to give a proper Notice.
- 2.6 We will ensure that we the following information is given or made available to you prior to the formation of the Contract between us and you, unless such information is already apparent from the context of the transaction:
- 2.6.1 The main characteristics of the Goods;
- 2.6.2 Our identity and contact details;
- 2.6.3 The total Price for the Goods including taxes or, if the nature of the Goods is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
- 2.6.4 Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;
- 2.6.5 Where applicable, the arrangements for payment, delivery and the time by which we undertake to deliver the Goods;
- 2.6.6 Our complaints handling policy;
- 2.6.7 We shall ensure that you are aware of our legal duty to supply goods that are in conformity with the Contract;
- 2.6.8 Where applicable, details of after-sales services and commercial guarantees;
- 2.6.9 Where applicable, the functionality, including appropriate technical protection measures, of digital content; and
- 2.6.10 Where applicable, any relevant compatibility of digital content with hardware and software that we are aware of or might reasonably be expected to be aware of.
- 3.1 The goods are described in [our catalogue/the specification attached to your Order/your Order].
- 3.2 If the goods have been manufactured at your request or to any specification that you have supplied, you will pay for all expenses, losses and costs that we suffer from any claim made against us for breach of someone else’s intellectual property rights. This applies even after this contract has ended and includes the value of any damages which a court orders us to pay.
- 3.3 We are allowed to change any of our specifications, or any specification that you have supplied, if this is necessary to comply with any regulations.