Adler Business Systems Limited

TERMS AND CONDITIONS OF BUSINESS

1   Definitions                        In these Terms and Conditions of business the following meanings shall apply:

     "The Company"              shall mean Adler Business Systems Limited who’s registered office is at Unit 30 Waldegraves Business Park West Mersea Essex CO5 8SE

     "The Customer"              shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company

2       Conditions Applicable

2.1    These Terms and Conditions shall apply to and govern all contracts for the sale of goods entered into by the

         Company. All conditions of the Customer or other terms and conditions or warranties whatsoever are

         excluded from the contract or any variation thereof unless expressly accepted by the Company in writing,

         and these terms and conditions shall be deemed to be incorporated in any quotation received from the

         Company and the Customer’s own conditions shall not be regarded as a counter offer.

2.2    The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice

          to any other right available to it whether hereunder or under general law.

3      Quotations

3.1   The Customer acknowledges that no contract was entered into in reliance on any representations other than

        those incorporated in the Company's quotation and these Conditions, and particularly no catalogue or pricelist

        shall form part of the contract documents.

3.2   A quotation by the Company shall not constitute an offer and there shall be no binding contract until the

        Company has confirmed acceptance of an order placed by the Customer, either in writing or by fulfilling that

        order.

3.3   Unless otherwise specifically stated, all prices quoted by the Company are exclusive of Value Added Tax,

        which shall be due at the rate in force on the date of the Company’s invoice to the Customer.

3.4   Quotations assume the accuracy of information provided the Customer and are not valid in the event of any

        information supplied to the Company being incomplete, inaccurate or misleading.

5      Delivery

5.1   The Company will endeavour to meet any delivery time stated in a quotation or order acknowledgement.

        However, delivery dates and times specified by the Company are approximate only. Unless expressly agreed

        by the Company in writing, time is not and shall not be deemed to be of the essence of the contract. The

        customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for

        delivery. 

5.2   If goods are sold and delivered to the Customer in installments each delivery shall constitute a separate

        contract, and failure by the Company to deliver any one or more of the installments or any claim by the

        Customer in respect of any one or more installments shall not entitle the Customer to treat the contract as a

        whole as repudiated. Further the Customer shall have no right of set-off against any monies due to the

        Company under this or any other contract.

6      Cancellation and Variation

6.1   No cancellation, suspension or variation by the Customer of any order accepted by the Company shall be

        valid unless agreed by the Company in writing and such agreement may only be given on terms which

        compensate the Company for any loss, costs, damages, charges and expenses thereby incurred by the

        Company, such compensation to be decided by the Company in its absolute discretion. In particular, the

        Company reserves the right to charge a handling fee for goods which are accepted back into stock for credit,

        although the Company’s claim in this regard may not be limited to this sum.

6.2   The Company reserves the right to make any changes in the specification of goods which are required to

        conform with any applicable safety or other statutory requirements or where the goods are supplied to the

        Customer's specification which do not materially affect their quality or performance.

7      The Price and Payment

7.1   The price to be paid by the Customer shall be the sum(s) shown by the Company's invoice(s) which shall be

        based on the sum quoted or the Company’s list price for the goods but which may take into account any

        increase in the cost of goods and materials, increased labour, transport, storage, fuel and power charges

        arising after the date of the quotation or contract or during the performance of the contract.

7.2   Payment of the price and VAT shall be due within 30 days from the date of invoice unless a different time for

        payment is specifically stated within the Company's quotation or acceptance of order. Time for payment shall

        be of the essence.

7.3   All other sums due to the Company from the Customer are payable on demand.

7.4   Where goods are delivered in installments the Company may invoice each installment separately and the

        Customer shall pay such invoices in accordance with these Terms and Conditions.

7.5   If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right

        to suspend all further deliveries until the default is made good and/or to cancel the contract so far as any

        goods remain to be delivered thereunder.

7.6   In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled to

        charge interest on the outstanding monies both before and after Judgment from the due date to the date of

        actual payment at the rate of 4% over the base rate of Lloyds TSB Bank from time to time in force. In

        addition the Company reserves the right in its absolute discretion to recharge discounts previously agreed on  

        orders should payment not be made by the due date. The customer shall also indemnify the Company against  

        expenditure on all costs of recovery including without limitation legal fees, costs and disbursements

        reasonably incurred.

7.7   The Company shall have a general lien on all and any goods for the time being under its control belonging to

        the Customer for all sums due and for all claims of every description by the Company against the Customer in

        respect of any order or account and if any sum or sums remain owing to the Company fourteen days after the

        Customer has been given notice in writing of the exercise of such lien the Company shall have the power to

        sell the whole or any part of such goods to discharge the same sums and claims and all expenses incurred in

        connection with the sale of the goods and any balance of the proceeds of such sale shall be paid by the

        Company to the Customer.

7.8   The Customer shall not in any event, until all monies due have been paid to the Company, be entitled to

        pledge, or in any way charge by way of security for any reason, any of the goods which remain the property  

        of the Company, but if the Customer does so all monies due to the Customer shall become immediately due   

        and payable without prejudice to any other right or remedy of the Company.

8      Title and Risk

8.1   The risk in goods sold to the Customer shall pass to the Customer so that the Customer is responsible for all

        loss damage or deterioration of the goods or a part thereof at the time of the tender or if the Customer

        wrongfully fails to take delivery of the goods when tendered or from the time when the same leave the

        premises of the Company (or the premises where the same were stored for or by the Company or to the

        Customer's order) save that if the goods are sold "ex works" and are not collected by the Customer by the due

        date for collection the goods shall be at the sole risk of the Customer thereafter. Where the goods are

        delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier

        in accordance with any terms and conditions of business of the carrier.

        The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer.

        However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods   

        including full legal and beneficial ownership shall not pass to the buyer until the seller has received in cash or   

        cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between  

        the seller and the buyer for which payment of the full price of the goods thereunder has not been paid.

        Payment of the full price of the goods shall include the amount of any interest or other sum payable under the   

        terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

8.2   Title in the goods or any part thereof shall only pass to the Customer when payment in full therefore has

        been made and the Customer shall permit so far as it is able and shall use its best endeavours to assist any      

        officer, employee, representative or agent of the Company to enter onto any premises where the goods may 

        from time to time be situate and to repossess the goods at any time prior to title passing to the Customer and

        until such

        time as title passes the Customer shall hold the goods as the Company's fiduciary agent and bailee.

8.3   The Customer shall at all times until payment in full keep the goods separate from all other goods in the

        Customer's possession, clearly marked as the property of the Company and shall store the goods in a safe

        and proper manner. The Customer shall insure the goods at all times and account to the Company for any

        proceeds of any such insurance and the amount of such proceeds received by the Company shall be set off

        against the sum due for the goods or any part thereof outstanding. Any proceeds of such insurance shall at all

        times be kept separate from any and all other monies held by or on behalf of the Customer.

9      Warranty

       Subject as expressly provided in these Conditions and except where goods are sold or services provided to a

       person dealing as consumer within the meaning of the Unfair Contract Terms Act 1977 all warranties,

       conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by

       law. In particular, the Company does not warrant the compatibility of its goods with any paper or other   

       material used by the Customer in manufacture or used with any other of the Customer’s products.

10     Insolvency

      If any distress or execution shall be levied on the Customer's property or assets or any part thereof, or if the

      Customer shall make or offer to make any arrangement or composition with its creditors generally or if the

      Customer:

   (a)         being an individual, commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy

shall be presented or made against him; or

   (b)

being a partnership, if the said partnership is dissolved for whatsoever reason or if any partner

commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented

or made against any partner or the partnership; or

   (c)         being a limited company, if proceedings are commenced for the liquidation of the Customer or if a

meeting of creditors is called pursuant to Section 588 of the Companies Act 1985 or if a resolution is

passed for the voluntary winding up of the Customer (other than a members voluntary winding up for

the purpose of amalgamation or reconstruction only) or the appointment of an Administrator or if a

Receiver is appointed of all or any of the assets of the Customer, or the Customer ceases, or

threatens to cease, to carry on business

       then the Company shall have the right forthwith to determine all subsisting contracts whether remaining to be

       performed in whole or in part by serving written notice of such determination on the Customer, and all monies

       due to the Company shall become immediately due and payable.

11      Restriction on Liability

11.1   Should the Company be restricted, hindered, delayed in or prevented from carrying out its obligations under

          the contract by any circumstances whatsoever outside the Company's reasonable control including, without

          prejudice to the generality of the foregoing and without limitation, any act of God, war, riot, strike, lock-out,

          trade dispute or other labour disturbance, fire, flood, difficulty in obtaining workmen, fuel, materials or

          transport, government restrictions or the exercise of government authority, whole or partial failure of  

          equipment or the Company's suppliers then the Company shall not be liable to the Customer for any loss or  

          damage whether direct or indirect which may thereby be suffered by the Customer and furthermore the  

          Company shall be at liberty to determine or suspend the contract without incurring any liability for any loss

          or damage resulting to the Customer. The apportionment of available goods between separate orders and

          separate Customers shall be entirely within the discretion of the Company.

11.2   The Company shall not in any event be liable for indirect or consequential loss or damage including without

          limitation loss of profits, of use, or of contracts arising out of the supply or failure of supply of goods or  

          services by the Company (other than liability for death or personal injury resulting from the negligence of

          the Company) and whether arising in contract, tort or otherwise and in all other cases liability shall be

          limited to the contract price, and the' provisions of this sub-clause shall survive the termination of an order

          or contract however arising.

11.3   No liability for any other losses shall attach to the Company unless details of such losses are notified to the

          Company in writing within two days of the date of delivery or the date of the event giving rise to such loss if

          delivery is not accomplished. In cases of alleged non-delivery claims must be notified to the Company

          within 7 days of despatch of the goods by the Company.

12      Applicable Law

          These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed,

           interpreted and construed solely in accordance with the Laws of England.

13      Service

13.1   Any notice to be served on the Customer shall be duly served if delivered by hand or sent by first class post:

In the case of service on an individual or partnership, to his or their last known principal trading

address or

In the case of service on a limited company, to its registered office for the time being.

          Any notice shall be deemed to have been served:

If delivered by hand, at the time of delivery;

If sent by first class post, on the second day after the date of posting.

14      Returned Goods

          There is a 15 day limit to return Not Required products to us. In the case of requests outside of this limit

          agreement must be sought and a 20% handling charge will apply. In case of food and beverages these items

          are non returnable. Diaries and planners that are not required must be returned by the 10^th December of the

          year previous to the year to which such dated products relate.

          In the case of computer consumable products, Not Required returns will only be accepted within 15 days if    

          the outer seal has not been tampered with in any way. If the buyer returns such product(s) as faulty, it will

          only be granted a credit note if the manufacturer of such product(s) accepts that the product has not been   

          misused, overloaded, incorrectly installed or stored. In certain circumstances, the buyer must complete a  

          faulty product evaluation form.

15      Headings

          The paragraph headings in these terms and Conditions are for identification purposes only and do not form

          part of these Terms and Conditions.

Any of the above information is subject to change without prior notice

All prices are exclusive of VAT

This Quotation/Document is created and supplied to you at your request and on your agreement (and you are deemed to have agreed by receiving and/or dealing in any way this Quotation/Document) that all information herein, including prices quoted/offered, are confidential information and except with our prior express consent, you shall not whether by you or your agent reveal to any person nor in anyway use the same or any part thereof.

Adler Business Systems Limited

Unit 30 Waldegraves Business Park, West Mersea, Essex, CO5 8SE

Tel: 01206 385460

Fax: 01206 383098

Email: sales@adlerbs.co.uk

Web: www.adlerbs.co.uk