Terms & Conditions


1.1 In these terms and conditions
"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between you and us
"Contract" means the contract for the sale and purchase of  Goods
"Force Majeure" means fire explosion flood lightning act of God act of terrorism war rebellion or riot sabotage or official strike or similar official labour dispute or events or circumstances outside our reasonable control
"Goods" means the goods (including any instalment of Goods or any parts of them) which we are to supply in accordance with these conditions
"Performance Date" means the date(s) (and time(s)) given by us to you for the delivery of Goods
"Price" means the price for the Goods excluding carriage packing insurance and VAT
"we" "us" and "our" means Europower Components Ltd)
"you" and "your" means the person firm or company who accepts a quotation from us for the supply of Goods or whose order for the supply of Goods is accepted by us
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation

2.1 We shall supply and you shall purchase the Goods in accordance with any written quotation from us which you accept or any written order from you which we accept subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by you
2.2 No variation to these Conditions shall be binding unless agreed in writing between our and your authorised representative
2.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing     In entering into the Contract you acknowledge that you do not rely on and waive any claim for breach of such representations which have not been confirmed by us in writing 

3.1 The quantity quality and description of the Goods shall be those set out in our quotation (if accepted by you) or your order (if accepted by us)
3.2 You cannot cancel any order which has been accepted by us except with our agreement in writing and on terms that you shall indemnify us in full against all losses (including loss of profit) and damages charges and expenses incurred by us as a result of cancellation

4.1 The Performance Date given by us to you is not of the essence of the Contract and is a business estimate only and not a contractual obligation on us We will use reasonable endeavours to perform or deliver on or by the Performance Date we give to you  You cannot cancel the Contract as a result of any delay by us in performing the Contract 
4.2 If it is necessary for you to supply any particulars or other specification  in relation to the Goods or to do any other act in connection with the Goods before the Performance Date this Contract shall not be binding on us unless and until we have accepted and agreed to such particulars specification or act as notified to us in writing
4.3 Subject to acceptance and agreement as in clause 4.2 above such particulars or specification shall be specified and such act shall be done in sufficient time to allow us to adhere to the Performance Date
4.4 If as a result of your failure to comply with clause 4.3 we are unable to adhere to the Performance Date we shall be entitled at our discretion either
4.4.1 to notify you of a new Performance Date or
4.4.2  to treat the Contract as repudiated by you and to claim damages thereon

5.1 We reserve the right by giving notice to you at any time after you have placed an order with us but before supply of the Goods to withdraw the Price stated or to increase the Price stated to reflect any increase in the cost to us which is due to any factor beyond our control (including without limitation any foreign exchange fluctuation currency regulation alteration of duty significant increases in the cost for supply of the Goods any delay caused by any instructions from you or your failure to give us adequate information or instructions or any change in the Performance Date or quantities for the Goods requested by you) Prices are subject to correction for any typographical or clerical errors
5.2 Except as otherwise stated all Prices exclude all duties taxes (including VAT)  and charges and any such charge shall be payable by you
5.3 Where any additional charges as referred to in clause 5.2 are required by law to be paid by us the amount of such additional charges shall be recoverable by us from you as part of the Price and the Price shall be increased accordingly
5.4 Where we agree to payment of the Price in the form of bills of exchange acceptances or other negotiable securities or similar arrangements you shall indemnify us in respect of any duties fees taxes levies discounts losses or other charges in connection therewith
5.5 Any freight or transportation charges quoted by us to you are based on rates current at the date of quotation and any prices stated therein shall be increased in proportion to any increase in such rates occurring between the date of quotation and the Performance Date     Such quotations are based on routing at our option but your routing will be adopted if the same does not cause an increase in freight or other transportation charges or if any such increase is guaranteed by you

6.1 Subject to any special terms agreed in writing between you and us we shall be entitled to invoice you for the Price of the Goods on or at any time after despatch of the Goods from us to you unless the Goods are to be collected by you or you wrongfully fail to take delivery of the Goods in which event we shall be entitled to invoice you for the Price at any time after we have notified you that the Goods are ready for collection (or as the case may be) we have tendered delivery of the Goods
6.2 You must notify us in writing of any complaint or query regarding our invoice within 7 days of the date of our invoice of which time shall be of the essence
6.3 We shall be entitled to charge you for any bank charges which we incur as a result of any cheque standing order direct debit or similar being returned unpaid by our bank
6.4 You shall pay the Price of the Goods  within 30 days of the date of our invoice notwithstanding that the delivery of any Goods may not have taken place and that property in the Goods has not passed to you  The time for payment of the Price shall be of the essence of the Contract  Receipt for payment will be issued only upon request
6.5 If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to
6.5.1 cancel the Contract or suspend any further deliveries to you
6.5.2 charge you interest (both before and after any Judgment) on the amount unpaid at the rate specified in the Late Payment of Commercial Debts (Interest ) Act 1998 from time to time until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest) and 
6.5.3 exercise our statutory right to claim compensation for debt recovery costs under the late payment legislation and/or charge you all costs for recovering monies due to us

7.1 Risk of damage to or loss of the Goods shall pass to you
7.1.1 on delivery to the premises to which delivery is to be made as specified in our quotation to you or your order to us unless you have notified us in writing that you have effected your own goods in transit insurance in which case risk will pass upon despatch or
7.1.2 on collection of the goods by you
whichever occurs first
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full for the Price of the Goods and all other Goods agreed to be sold by us to you for which payment is then due
7.3 Until such time as the property in the Goods passes to you you shall hold the goods as our fiduciary agent and bailee and shall keep the Goods separate from your own and those of third parties and properly store protect insure and identify them as our property
7.4 Until such time as the property in the Goods passes to you and provided the Goods are still in existence and have not been resold we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith to enter upon any premises of yours or any third party where the Goods are stored and repossess the Goods

8.1 You shall inspect the Goods within 7 days of the date on which they are delivered to the address to which we are instructed to make delivery or within 60 days from the date of invoice for the Goods (whichever is the sooner) of which time shall be of the essence and shall notify us in writing within such period of any alleged defects shortage in quantity damage or failure to comply with description or sample with the Goods   If you fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and you shall be deemed to have accepted the Goods
8.2 You must notify us in writing of any non-delivery of a whole consignment or complete cartons within 7 days of the date on which the Goods are delivered to the address to which we are instructed to make delivery or within 60 days from the date of the invoice for the Goods (whichever is the sooner) of which time shall be of the essence  Notwithstanding the receipt by us of any such notice a clear signature on a carrier's delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated on the advice sheet
8.3 If the Goods are not in accordance with the Contract for any reason your sole remedy shall be limited to us making good any shortage or replacing the Goods or at our discretion by us refunding a proportionate part of the Price  In any event we will not be liable to you in respect of the Goods for any more than we recover from our supplier
8.4 Our liability to you in relation to the Goods whether for any breach of Contract or otherwise shall not in any event exceed 150% of the Price and we shall in no circumstances have any liability for any direct loss and/or expense or indirect loss and/or expense suffered by you (non-exhaustive examples of which being loss of profit business contracts revenues or anticipated savings) or any liability you may incur to third parties or any other special or consequential damage you incur of any nature whatsoever
8.5 We shall not be under any liability for any failure to perform any of our obligations under the Contract due to Force Majeure  We shall be allowed a reasonable extension of time for the performance of our obligations under the Contract following notification to you of a Force Majeure event
8.6 All warranties and conditions whether implied by statute or otherwise are excluded from the Contract provided that nothing in the Contract shall restrict or exclude liability for death or personal injury or for breach of the applicable warranties as to title and quiet possession implied into the Contract by Section 12(3) of the Sale of Goods Act 1979 or Section 2(3) of the Supply of Goods and Services Act 1982 whichever Act applies to the Contract caused by our negligence or affects your statutory rights if you are dealing with us as a consumer

9.1 you make any voluntary arrangement with your creditors or become subject to an Administration Order or if you are an individual or a firm you become bankrupt or if you are a company you go into liquidation (otherwise than for the purposes of amalgamation or reconstruction)
9.2 an encumbrancer takes possession or a receiver is appointed of any of your property or assets
9.3 you cease or threaten to cease to carry on business or
9.4 we reasonably apprehend that any of the events mentioned above are about to occur in relation to you and notify you accordingly
then without prejudice to any other right or remedy available to us we shall be entitled to cancel the Contract or suspend any further supplies or deliveries under the Contract without any liability to you 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

10.1 Any notice required or permitted to be given by any party to the other under these Conditions shall be in writing addressed to the other 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 us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby
10.4 You shall not assign the benefit of this Contract without our prior written consent
10.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract
10.6 This Contract shall be governed by the laws of England

Europower Components Ltd
3 Sadler Court
Lincoln, Lincolnshire

T:    01522 814380
F:    01522 814381
E:    enquiries@europowercomponents.com

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