1.1 In these Conditions the following words will have the following meanings:
“the Company” means OE Electrics Ltd registered number 02837025 whose registered address is OE House, Thomas Maddison Lane, Calder Park, Wakefield, West Yorkshire, United Kingdom, WF4 3GH;
“Contract” means any contract between the Company and the Supplier for the sale and purchase of the Goods and/or Services supplied by the Supplier, incorporating these conditions;
“Delivery Date” means the date specified by the Company when the Goods or Services are to be delivered;
“Goods” means the articles that the Company agrees to buy from the Supplier, as set out in the Purchase Order;
“Invoice Address” means Finance Department, OE Electrics Ltd, OE House, Thomas Maddison Lane, Calder Park, Wakefield, West Yorkshire, United Kingdom, WF4 3GH;
“Purchase Order” means the Company’s Purchase Order for the Goods and/or Services;
“Price” means the price for the Goods or Services stated on the Purchase Order, inclusive of VAT (if applicable) or any analogous sales tax, carriage, freight, postage, insurance and other costs;
“Supplier” means the person or organisation to whom the Purchase Order is sent by the Company;
“Services” means all services and/or performance of works or professional services that the Company agrees to buy from the Supplier, as set out in the Purchase Order;
“Terms and Conditions” means these terms and conditions and any special terms and conditions agreed in writing by the Company and set out in the Purchase Order;
1.2 In these Conditions references to any statute or statutory provision shall unless the context requires otherwise include a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re- enacted or
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Supplier purports to apply under any confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Supplier’s confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s purchases of Goods and / or Services and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the
2.4 Despatch or delivery of the Goods or Services by the Supplier to the Company shall be deemed conclusive evidence of the Supplier’s acceptance of these Terms and
3.1 Unless otherwise agreed, the Price is:
3.1.1 that stated in the Purchase Order;
3.1.2 exclusive of UK VAT;
3.1.3 inclusive of any other taxes payable;
3.1.4 inclusive of cost of delivery to the delivery address specified by the Company and of standard packaging suitable for the means of delivery and any customs or import/export duties;
3.1.5 fixed; and
3.1.6 in the currency agreed between the Company and the Supplier, and if no currency has been agreed, in GB pounds sterling.
3.2 A valid VAT invoice in respect of the price shall be produced to the Company by the Supplier. Unless otherwise agreed in writing by the Company, the invoice may only be submitted and dated after completed delivery of the relevant Goods or completed performance of the relevant Services. The invoice shall not be valid unless it states the Invoice Address, the Company Purchase Order number, the Supplier’s VAT number, the net amount due, and the Supplier’s full banking details (including account number, sort code and, where applicable, SWIFT code).
3.3 The Company shall pay the price within 60 days from the end of the month of receipt of the invoice.
3.4 The Supplier shall not be entitled to vary the Price without the prior written consent of the Company.
3.5 The Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown in its own terms and conditions of sale.
3.6 The Company shall be entitled to off-set against any invoice, any amount due from the Supplier under the Purchase Order or under any other contractual
4.1 Unless otherwise agreed, the Supplier warrants to the Company, and it is a condition of the agreement between the Supplier and the Company, that the Goods themselves shall and the sale/performance of the Goods and Services shall:
4.1.1 comply with any specification and any drawings, descriptions or samples supplied and any requirements made by the Company;
4.1.2 be of satisfactory quality, safe and fit for their purpose and any Services shall be supplied with due care and skill by appropriately trained and qualified personnel;
4.1.3 comply with all laws and industry standards applicable to the nature of Goods and Services supplied.
4.2 Without prejudice to clause 4.1 and any other rights of the Company, the Supplier warrants that the Goods and Services shall continue to comply with clauses 4.1.1 and 4.1.2 until (i) 24 (twenty four) months from the date of completed delivery of the Goods and Services or (ii) 12 (twelve) months after they are put into use (whichever is the sooner) and if they do not so comply the Supplier shall at its cost, within 14 days remedy the defect in the Goods and/or Services or replace the Goods.
4.3 The Company may without prejudice to its other remedies, within 24 (twenty four) months of completed delivery at the Supplier’s cost (including freight) reject, in whole or in part, Goods which do not comply with these Terms and Conditions. The Company shall not be deemed to have accepted the Goods on receipt. The signature of a representative of the Company on delivery is only evidence of the number of packages and/or Services received and not that they comply with these Terms and Conditions.
4.4 Where the Goods are repaired or replaced in terms of clause 4.2 the Supplier warrants those repaired or replaced Goods for a further period of 12 (twelve) months from the date of repair or replacement.
4.5 The Company shall be entitled to inspect and test the Goods during manufacture, processing, storage at the premises of the Provider (or any third party) prior to despatch, and the Supplier shall provide the Company with all facilities reasonably required for inspection and The Supplier will provide any test certificates as may be required by the Company.
4.6 If as a result of inspection and testing carried out in accordance with clause 4.5, the Company is not satisfied that the Goods comply in all respects with the Contract, the Supplier shall take such steps as are necessary to ensure compliance.
4.7 Notwithstanding anything to the contrary herein, if The Company first discovers that any Product fails to conform with the Specifications or is otherwise defective only after Company’s acceptance thereof, and such failure would not have been readily discoverable from a reasonable inspection or review of the Products or its associated documentation provided by Supplier (collectively, “Latent Defects”). Company shall have the continuing right to reject the Products, provided it notifies Supplier of the Latent Defect within thirty (30) business days after the discovery of the Latent Defect.
5. DELIVERY OF GOODS AND/OR PERFORMANCE OF SERVICES
5.1 Delivery of the Goods and/or Services shall be made to the Company’s address on the date specified in the Purchase Order during normal business hours, unless previously arranged otherwise. Time shall be of the essence in this respect and the Company is entitled to cancel, without notice, the whole or any part of the Purchase Order if this Clause is not complied with by the Supplier.
5.2 The Services (if applicable) shall be performed in a professional manner to the satisfaction of the Company. If any part of the Services is found to be inadequate or in any way differing from the Contract, other than as a result of default or negligence on the part of the Company, the Supplier shall at its own expense reschedule and perform the work correctly within such reasonable time as may be specified.
5.3 Where the Company cancels the whole or part of the Purchase Order in accordance with clause 5.1:
5.3.1 all sums payable by the Company in relation to the whole or part of the Purchase Order cancelled shall cease to become payable;
5.3.2 all sums paid by the Company in relation to the whole or part of the Purchase Order cancelled shall be repaid by the Supplier;
5.3.3 the Company shall be entitled to recover damages from the Supplier for any loss caused to the Company where the Company cancels the whole or part of the Purchase Order in accordance with clause 5.1.
5.4 Without prejudice to its other rights, the Company may cancel a Purchase Order in whole or in part (i) immediately if there is a material breach of these Terms and Conditions (these shall include any breach of clause 4) (and if the breach is remediable if it is not remedied within 14 days of the Company sending notice to the Supplier) or if the Supplier becomes bankrupt and (ii) on 1 (one) months’ notice at any time prior to complete delivery of the Goods and Services.
5.5 The Supplier shall not without the Company’s written consent subcontract the supply of Goods and/or performance of the Services under these Terms and Conditions.
6. THE COMPANY’S REMEDIES
6.1 The Company shall inspect the Goods or Services upon delivery in accordance with this clause 6.
6.2 Where Goods and/or Services are damaged the Company shall notify the The Company may reject the damaged Goods and/or Services and the following provisions shall apply:
6.2.1 the Supplier shall collect the damaged Goods from the Company at the Supplier’s expense;
6.2.2 during the period between delivery of the Goods and collection by the Supplier, the Company shall not be liable for any loss or further damage caused to the damaged Goods.
6.2.3 all sums payable by the Company in relation to the damaged Goods and/or Services shall cease to become payable;
6.2.4 all sums paid by the Company in relation to the damaged Goods and/or Services shall be repaid by the Supplier;
6.2.5 the Company shall be entitled to claim damages from the Supplier for any losses caused to the Company as a result of the Goods and/or Services being
6.3 Where there are shortages in relation to the Purchase Order the Company shall notify the Supplier and the following provisions shall apply:
6.3.1 all sums payable by the Company in relation to the missing Goods shall cease to become payable;
6.3.2 all sums paid by the Company in relation to the missing Goods shall be repaid by the Supplier immediately;
6.3.3 the Company shall be entitled to claim damages from the Supplier for any losses caused to the Company as a result of the shortages.
6.4 If the Company so requests, the Supplier shall immediately replace damaged Goods or Services or Goods or Services which are missing at the Supplier’s expense and/or the Company shall be entitled to cancel, without notice, the whole or any unexecuted part of the Purchase Order and the rights referred to in Clause 6.2 shall
6.5 Where there is an excess of Goods in relation to the Purchase Order the Company may reject the excess Goods by notice in writing to the Supplier and the following provisions shall apply:
6.5.1 the Supplier shall collect the excess Goods from the Company at the Supplier’s expense;
6.5.2 during the period between delivery of the Goods and collection by the Supplier, the Company shall not be liable for any loss or damage caused to the excess Goods;
6.5.3 no sum shall be due to the Supplier for the excess Goods and in the event that sums are paid to the Supplier for the excess Goods, the Supplier shall repay such sums to the Company immediately.
6.6 The Company may accept excess Goods by notifying the Supplier of such acceptance and the price of the excess Goods shall be payable by the Company in accordance with Clause 3.
6.7 The Supplier shall repair or replace free of charge, Goods damaged or lost in transit upon receiving notice to that effect from the Company.
7. TITLE AND RISK
7.1 The title and risk in the Goods and/or Services shall remain with the Supplier until they are delivered at the point specified by the Company in the Purchase Order or any other relevant document, and transferred to the Company’s possession, at which time title and risk in the Goods and/or Services shall transfer to the Company.
8.1 The Supplier shall fully indemnify the Company and keep the Company fully indemnified for any claims, demands, cause of action, damage, loss, consequential loss, costs, expenses (including legal expenses) made against or suffered by the Company arising out of loss or damage to any Company property, negligence or a breach by the Supplier of any of the Terms and Conditions set out here.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All patents, copyright, design rights and other intellectual property rights (“IPR”) in any materials prepared or supplied by the Company to the Supplier shall remain the property of the Company.
9.2 All IPR in materials prepared or developed by the Supplier in connection with the provision of Services shall vest in the Company, unless specifically agreed otherwise in writing between the Company and Supplier.
9.3 The Supplier shall disclose to the Company all inventions which the Supplier or its staff may make in performing the Services and which are wholly or substantially based on concepts or data developed or supplied by the Company. All IPR to such inventions shall vest in the Company.
9.4 The Supplier shall execute all documents and perform such acts as may reasonably be necessary to enable the Company to obtain and/or maintain it’s IPR.
9.5 In respect of IPR vested in a third party, the Supplier shall obtain from such third party (at no cost to the Company) such permission, waiver or licence as may be necessary for the performance of the Services and/or for the data to be used, copied or modified by the Company or by any third party authorised by the Supplier.
9.6 The Supplier waives, and shall procure from any third party the waiver of, the exercise against the Company of all moral rights in materials that are or become vested in the Supplier and/or any third party.
10.1 Unless otherwise agreed, where the Goods or Services include the supply of software then:
10.2 if the software is bespoke or has been specially commissioned by and developed for the Company, then the Supplier hereby assigns all intellectual property rights (and waives all moral rights) in such software and related documentation to the Company and the Supplier shall on request without further payment sign or execute further documentation to formalise or perfect the assignment
10.3 pending any necessary formalisation of the assignment and in any other case than under clause 10.2, the Supplier hereby grants to the Company and the Company’s affiliates a non-exclusive, irrevocable, perpetual, worldwide licence to use the software for all reasonable purposes.
10.4 the Supplier shall supply the Company with all necessary manuals and with one copy in machine readable object code of the software and each new release of the software which modifies or enhances the software, and in the case of software under clause 10.2 it shall on the Company’s request supply the source code.
10.5 without prejudice to clause 4, all hardware and software shall be capable of full use for their intended purpose and of maintenance and amendment by a software engineer external to the Supplier and reasonably qualified in the relevant sector without external costs to the Company and without recourse to any additional codes or materials other than those supplied as part of the Goods and Services.
11.1 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
12.1 Supplier shall keep all work and services carried out hereunder for the Company entirely confidential, and not use, publish, or make known, without the Company’s written approval, any information developed by the Supplier or furnished by the Company to any persons other than personnel of the parties to these Terms and Conditions. Any public representation regarding the Company shall be made by the Company and any requests for information made to the Supplier by the news media, or others, shall be referred to the Company. Additionally, the Supplier shall not reference the Company nor the work performed for the Company without prior written approval. Supplier further agrees to place under a confidentiality obligation, any subcontracts and/or consultants the Supplier enters into agreements with for the performance of work under these Terms and Conditions. Such confidentiality obligations shall be on terms no less stringent than the Supplier’s confidentiality obligations under this clause 12.1
13.1 Without prejudice to its other rights the Company may cancel a Purchase Order in whole or in part (i) immediately if there is a material breach of these Terms and Conditions (this shall include any breach of Clause 4) (and if the breach is remediable if it is not remedied within 14 days of the Company sending notice of it to the Supplier) or if the Supplier is in financial difficulties and (ii) at any time prior to the completed delivery of the Goods or performance of the Services in accordance with these Terms and Conditions on 1 Month’s notice. Terminating the Purchase Order shall not affect those Terms and Conditions which are capable of subsisting.
14.1 The Supplier may not assign or otherwise transfer its rights or obligations under these Terms and Conditions without the Company’s prior written consent.
15.1 Unless otherwise agreed, notices to the Company shall be addressed to OE Electrics Ltd, 1 Calder Point, Monckton Road Industrial Estate, Wakefield, West Yorkshire, United Kingdom, WF2 7AL, and to the Supplier at its address as given on invoices, the Purchase Order or other official document.
16. GOVERNING LAW AND JURISDICTION
16.1 These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.
17.1 Time for performance of all obligations of the Supplier under the Contract is of the essence.
17.2 Each right or remedy of the Company under the contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
17.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
17.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
17.5 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
17.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
17.7 The company reserves the right to amend these standard terms and conditions of purchase as and when appropriate. If the Company sends a revised version of its terms and conditions of purchase to the Supplier, together with a notice stating when they will come into force (being a date not less than one month after the date of that notice) and the Supplier continues to supply the Goods after that date then the Supplier is deemed to have accepted the revised conditions from that date.
OE ELECTRICS LIMITED STANDARD TERMS AND CONDITIONS OF SUPPLY
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
“Producer” has the meaning given in Article 3(1) (f) of the WEEE Directive;
“WEEE” is waste electrical and electronic equipment and has the meaning given in Article 3(1) (e) of the WEEE Directive;
“WEEE Directive” means the Waste Electrical and Electronic Equipment Directive 2012/19/EU (as amended).
1.2 In these Conditions references to any statute or statutory provision shall unless the context requires otherwise include a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.
2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions, and no order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these terms and conditions.
2.5 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all losses, damages, costs and expenses directly or indirectly suffered or incurred by the Company as a result of any claim made against the Company arising from the Company’s use of the Buyer’s specification, including, without limitation, all losses, damages, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any person.
2.7 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements and do not materially affect their quality or performance, or where the Goods are supplied to the Buyer’s specification and such specification contains any error, omission or inaccuracy. The Company reserves the right to increase the price for the Goods set out in the Company’s quotation as a result of any changes to the Goods required as a result of any errors, omissions or inaccuracy in the Buyer’s specification.
2.8 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it. Quoted prices may be adjusted by the Company if the Buyer varies the type of Goods or quantities ordered.
2.9 No order which has been accepted by the Company may be cancelled by the Buyer except with the written consent of the Company and on terms that the Buyer will indemnify the Company in full against all losses (including loss of profit) costs (including the costs of all labour and material used), damages, charges and expenses suffered or incurred by the Company as a result of such cancellation.
3.1 The description of the Goods shall be as set out in the Company’s quotation.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4.1 If the Buyer collects the Goods from the Company or arranges its own carriage, delivery of the Goods shall take place at the Company’s place of business when the Goods leave the custody of the Company. The Buyer or the carrier will be asked to sign a delivery note accordingly.
4.2 If carriage is arranged by the Company, the Goods shall be delivered by such means as the Company thinks fit and delivery of the Goods shall take place at the Buyer’s nominated Delivery Point when the Goods leave the custody of the carrier. The Buyer will be asked to sign a delivery note accordingly.
4.3 Delivery of the Goods must be accepted at any time of day by the Buyer within normal working hours.
4.4 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.5 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.6 If for any reason the Buyer does not accept delivery of any Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.6.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence);
4.6.2 the Goods will be deemed to have been delivered; and
4.6.3 the Company may store the Goods until delivery and the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).
4.7 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for off-loading the Goods.
4.8 The Buyer will indemnify the Company against any liability and expense (whether arising under statute or common law) caused by the Buyer’s failure to provide appropriate equipment and manual labour for off-loading (whether or not the off-loading is supervised by or on behalf of the Buyer) for:
4.8.1 any personal injury to or death of any of the Company’s employees, agents or sub-contractors or any third party; and
4.8.2 any damage to or loss of any property of the Company, its employees, agents or sub-contractors or any third party.
4.9 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company 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 whole contract as repudiated.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the carrier and the Company within 15 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
6.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Buyer or the Buyer’s carrier signs a delivery note to confirm collection; or
6.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery at the Buyer’s Delivery Point or (if earlier) the time specified in condition 4.6.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
6.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
6.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company;
6.3.5 hold the proceeds of the insurance referred to in condition 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
6.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.5 Where the Company is unable to determine whether any goods are the Goods, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.6 The Buyer’s right to possession of the Goods shall terminate immediately if:
6.6.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer, or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.6.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or an analogous event or action takes place under the laws which regulate the Buyer; or
6.6.3 the Buyer encumbers or in any way charges any of the Goods.
6.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.8 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.1 Subject to condition 2.7 and condition 2.8, unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s quotation.
7.2 The price for the Goods shall be exclusive of any value added tax or any other applicable tax or duty which the Buyer will pay in addition when it is due to pay for the Goods.
7.3 Except as otherwise agreed in writing by the Company the price for the Goods is given on an ex-works Wakefield (Incoterms latest version) basis and where the Company agrees to deliver the Goods otherwise than on an ex-works Wakefield (Incoterms latest version) basis, the Buyer shall be liable to pay the Company’s charges for transport (except on orders for more than £300 value in UK mainland on normal delivery), packaging and insurance. Any delivery charges on export orders and timed deliveries, including timed ‘next-day’ deliveries, are charged to the Buyer.
7.4 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided that they are returned undamaged to the Company before the due payment date.
8.1 Unless otherwise agreed by the Company in writing and subject to condition 8.9, the Company may invoice the Buyer for the price of the Goods on or at any time after 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 Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
8.2 Subject to condition 15.6, payment is by pro forma invoice unless a credit account is agreed by the Company. Where a credit account is agreed by the Company, payment of the price for the Goods is due 30 days after the date of the Company’s invoice or (if earlier) 30 days following the day on which the Goods are delivered or deemed to be delivered.
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until the Company has received cleared funds.
8.5 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision to the contrary
8.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.7 The Company may appropriate any payment made by the Buyer to the Company to such of the Goods as the Company thinks fit despite any purported appropriation by the Buyer.
8.8 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.9 In the event that the Buyer requests that an order be delayed, the Company will invoice the Buyer following a three month period, commencing from the date when the Goods would have been required to be delivered if the order had not been delayed, whether or not the Goods have been delivered or are still being delayed.
9.1 The Company in general warrants products for a period of 12 months. For full details and exceptions see OE Warranty.
9.2 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.3 The Company shall not be liable for a breach of the warranty in condition 9.1 unless:
9.3.1 the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of:
(a) the date of delivery (where the defect would be apparent to the Buyer upon a reasonable inspection); or
(b) the date when the Buyer discovers or ought reasonably to have discovered the defect (where the defect would not be apparent to the Buyer upon reasonable inspection); and
9.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Buyer’s cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of the warranty in condition 9.1 if and to the extent that:
9.4.1 the Buyer makes any further use of such Goods after giving notice; or
9.4.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
9.4.3 the Buyer alters or repairs such Goods without the written consent of the Company; or
9.4.4 the defect in such Goods arises from any design defect in any drawing design or specification supplied or approved by the Buyer.
9.5 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with the warranty in condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, (at the Buyer’s expense), return to the Company the Goods or the part of such Goods which is defective.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of the quality of such Goods.
9.7 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 12 month period.
10.1 The following provisions and the provision of condition 9, set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these Conditions; and
10.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the Sale and Supply of Goods Act 1994) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraudulent misrepresentation.
The Buyer’s attention is in particular drawn to the provisions of condition 10.4
10.4 Subject to conditions 10.2 and 10.3:
10.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the contract price of the item or items of the Goods in respect of which the liability arises; and
10.4.2 the Company shall not be liable to the Buyer for any loss of goodwill or reputation, loss of profit of loss of sales (whether direct or indirect) or any consequential or indirect loss, damage or expense whatsoever (howsoever caused) which arises out of or in connection with the Contract.
10.5 The Buyer shall indemnify the Company against all liability, actions proceedings, costs, claims, damages or demands in any way connected with this Contract brought or threatened to be brought against the Company by any third party except to the extent the Company is liable to the Buyer in accordance with these terms and conditions.
11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
11.2 The Company may assign the Contract or any part of it to any person, firm or company.
12.1 The Company shall not be deemed to be in breach of this Agreement or otherwise liable to the Buyer in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to Force Majeure.
12.2 For the purpose of this condition 12 “Force Majeure” means, any cause preventing the Company from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the
Company including without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the Company or any other party) act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of supplies or sub-contractors.
13.1 Time for performance of all obligations of the Buyer under the Contract is of the essence.
13.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract
13.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
13.6 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
13.7 The formation, existence, construction, performance, validity and all aspects of the
Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
13.8 The company reserves the right to amend these standard terms and conditions of supply as and when appropriate. If the Company sends a revised version of its terms and conditions of supply to the Buyer, together with a notice stating when they will come into force (being a date not less than one month after the date of that notice) and the Buyer continues to purchase the Goods after that date, then the Buyer is deemed to have accepted the revised conditions from that date.
14.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or airmail or sent by facsimile or email transmission:
14.1.1 (in case of communications to the Company) if delivered by hand, post or airmail to its above address or such changed address as shall be notified to the Buyer by the Company, if sent by facsimile or email transmission, to such facsimile number or email address notified to the Buyer by the Company; or
14.1.2 (in case of communications to the Buyer), if delivered by hand, post or airmail, to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer. If sent by facsimile or email transmission, to such facsimile number or email address notified to the Company by the Buyer.
14.2 Communications shall be deemed to have been received:
14.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and Bank and public holidays) after posting (exclusive of the day of posting) and in the case of airmail, 7 days;
14.2.2 if delivered by hand, on the day of delivery;
14.2.3 if sent by facsimile transmission on a working day prior to 4pm, at the time of transmission and otherwise on the next working day, or;
14.2.4 if sent by email transmission, on a working day prior to 4pm, at the time of transmission and otherwise on the next working day.
15.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms (latest version) shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms (latest version) and these Conditions, the latter shall prevail.
15.2 Where there is any conflict or inconsistency between the provisions of this condition 15 and any other provision of these Conditions, and where the Goods are supplied for export from the United Kingdom, the provisions of this condition 15 shall apply notwithstanding any other provision of these Conditions.
15.3 Prices are expressed in British pound sterling – unless stated otherwise by the Company. If the Buyer pays any amount to the Company in any currency other than the invoiced currency and the rate of exchange applied to the transaction results in the Company receiving less than the invoiced price, the Buyer will pay the remaining amount to the Company. Please also see condition 15.8.
15.4 Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be delivered ex works (Incoterms latest version). Any indication of weights and dimensions relating to deliveries given by the Company to the Buyer will be indicative until such time as goods are finally manufactured and packed. The Company will not be liable for any discrepancies between estimated weight and dimension data provided in advance of packing and final data after packing. The Buyer is responsible for arranging collection from the Company’s premises and for the arrangement of transportation, freight and insurance.
15.5 Manufacturing of the Goods will not commence until payment has been received in full. A cheque given by the Buyer in payment shall not be treated as a discharge until the same has been cleared.
15.6 Payment is due within seven days of Order acknowledgement being issued by the company. If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
15.7 Lead times stated commence on date of receipt of payment. Failure to pay by the required date may mean that lead times are altered by the Company.
15.8 All bank charges to Buyer’s account; for example, in the event that bank charges result in the Company receiving less than the invoiced price, the Buyer will pay the remaining amount to the Company. Please also see condition 15.3.
15.9 Country specific approvals may be subject to additional charge.
15.10 Certificates of origin plus attestation / legalisation of supporting commercial documents are subject to additional charge.
15.11 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and be responsible for the payment of any duties on them. This shall include, without limitation, responsibility for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Buyer shall make those licences and consents available to the Company prior to the relevant shipment.
15.12 Unless the Company has agreed to deliver the Goods to the Buyer’s premises, the Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability (i) for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or (ii) in respect of any damage during transit.
The Buyer acknowledges that all Intellectual Property Rights in the Goods belong and shall belong to the Company, and the Buyer shall have no rights in or to the Goods other than the right to use, sell or distribute them in accordance with the terms of the Contract.
1. RELIANCE ON INFORMATION POSTED & DISCLAIMER
The materials contained on our site are provided for general information purposes only and do not claim to be or constitute legal or other professional advice and shall not be relied upon as such.
We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site and to the fullest extent permitted by English law, we exclude all liability for loss or damages direct or indirect arising from the use of this site.
2. INFORMATION ABOUT US
www.oeelectrics.co.uk is a site operated by OE Electrics Limited (“We”); we are a Limited Company registered in England and Wales under registration number No.2837025. Our registered office is OE House Thomas Maddison Lane, Calder Park, Wakefield, West Yorkshire, England, WF4 3GH. Our VAT number is GB 457 6146 27.
3. ACCESSING OUR SITE
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
4. INTELLECTUAL PROPERTY RIGHTS
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
5. OUR SITE CHANGES REGULARLY
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material. All images and rendered images shown on our website are for illustrative purposes only.
6. OUR LIABILITY
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
loss of income or revenue;
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loss of data;
loss of goodwill;
wasted management or office time; and
for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
7. INFORMATION ABOUT YOU AND YOUR VISITS TO OUT SITE
VIRUSES, HACKING AND OTHER OFFENCES
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
8. LINKS TO OUR SITE
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The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site.
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If you have any concerns about material which appears on our site, please contact email@example.com
Thank you for visiting our site.
OE Electrics Limited (“OE”) warrants that its products (“Products”) will be free from defects in material and workmanship for a period of 12 months from the date of delivery (“Product Warranty Period”) and will repair or replace, at its own option, those parts which are confirmed as defective by OE.
The Customer must report any suspected Product failure to OE as soon as possible for investigation by OE or its agents. OE may be contacted by email (firstname.lastname@example.org). A customer support representative may contact the Customer in the first instance to eliminate common issues such as blown fuses or poor connections. If the problem cannot be resolved via phone or email, OE may require the Customer to return the goods to them at the Customer’s cost in order to carry out such investigations. In such cases, OE will provide the Customer with a returns form which should accompany the returned Product. The process may be delayed if a Product is returned without an OE returns form.
On completion of the investigations and confirmation of a fault which is covered under the terms set out below, OE will, at its own option, repair or replace the faulty Product free of charge. The repaired or replacement Product will be returned to the Customer at OE’s cost and the Customer will be credited with any reasonable carriage costs incurred in returning the faulty Product to OE. Should the Customer require a replacement Product prior to the completion of the warranty process they may place a purchase order for such replacements. Should OE subsequently determine that the returned Product is faulty, OE will credit the Customer with the original purchase price (including carriage) of the returned Product and any reasonable carriage costs incurred by the Customer in returning the Product. Should OE determine that any returned Product is not faulty, the Customer may have the Product returned to them at their cost, or OE may, at their discretion, offer to retain the Product and the Customer will be credited for the value of the Product less an agreed restocking fee. OE may, at their discretion, carry out an on-site investigation prior to requesting the return of the Product.
Date last reviewed: December 2019
All 3D models either received via email, or some other portable format or downloaded from the OE Electrics’ website are subject to the following terms and conditions.
The term “OE Electrics” refers to the owner of the 3D model whose principle trading address is: OE House, Thomas Maddison Lane, Calder Park, Wakefield, West Yorkshire, WF4 3GH.
The term ‘3D model’ refers to the computer generated three dimensional representation of the object requested or download by the user. This 3D model and design therein is the property of OE Electrics Ltd and is protected by the Design Copyright Act.
The 3D model must not be copied or otherwise reproduced without the express written consent of OE Electrics.
Once received or downloaded from the website, 3D models must not be passed on to third parties, sold, or otherwise. The 3D model is only a three dimensional representation of the object and must not be treated as an accurate indication of design.
If you require accurate information regarding OE Electrics’ products please contact: email@example.com
OE Electrics reserves the right to change/modify or withdraw all 3D models without prior notice.
terms and Conditions of Use of AR files received from OE Electrics Ltd
All AR files either received via email or some other portable format or downloaded from the OE Electrics’ website are subject to the following terms and conditions.
The term “OE Electrics” refers to the owner of the AR file whose principle trading address is: OE House, Thomas Maddison Lane, Calder Park, Wakefield, West Yorkshire, WF4 3GH.
The term ‘AR file’ refers to the three-dimensional interactive experience of a real-world representation of the object requested or downloaded by the user. This AR file and design therein are the property of OE Electrics Ltd and is protected by the Design Copyright Act.
The AR file must not be copied or otherwise reproduced without the express written consent of OE Electrics.
Once received or downloaded from the website, AR files must not be passed on to third parties, sold, or otherwise. The AR file is only a three-dimensional interactive experience of the object and must not be treated as an accurate indication of design.
If you require accurate information regarding OE Electrics’ products please contact: firstname.lastname@example.org
OE Electrics reserves the right to change/modify or withdraw all AR files without prior notice.
Ethical Purchasing Policy
OE Electrics purchase a wide range of goods and services required in the operation of our business and we also rely heavily on a number of key suppliers for the delivery of our core services. Good working relationships with our suppliers are therefore central to the success of our business. For this reason, we clearly state our purchasing policy as part of ensuring that our business standards are integrated throughout the supply chain.
We are committed to obtaining and retaining competitive goods and services while at the same time ensuring they are from sources which have not jeopardised human rights, safety or the environment.
More specifically we expect our suppliers to:
• Adhere to business principles consistent with our own.
• Ensure that their products and services are produced and delivered to comply with all legislation relevant to their business.
• Seek to maintain continuous improvement in their supply chain relationship with us.
• Ensure they adopt and implement acceptable safety, environmental, product quality, product stewardship, labour, human rights, social and legal standards in line with our own code and to ensure these issues are acceptably managed within the supply chain for any products supplied to us.
We aim to develop strong relationships with our suppliers, based on mutual trust, understanding and respect.
We will seek to work with our key suppliers to:
• Develop long-term meaningful relations to the benefit of both parties.
• Improve the quality, environmental performance and sustainability of goods and services where this can be achieved to the benefit of both parties.