Terms and Conditions
1. These terms and conditions (“these Terms”) shall apply to all individual contracts for the sale by Attracting Real Leverage Limited (“the Company”) of goods (“Goods”) to any buyer (“the Customer”).
2. These Terms are deemed to apply and shall be deemed to be agreed upon the Customer placing an order whether oral or in writing or both oral and in writing and making payment for the Goods and shall supersede/override in their effect any of the Customer’s terms and conditions which might be attached to the Customer’s individual order or later forwarded to the Company.
Sale as agent for manufacturer:
3. It is hereby agreed that all sales of the Goods by the Company to the Customer are transacted in the Company’s capacity as agent for the manufacturer or supplier of the Goods (“the Principal”) whose identity is at all material times disclosed to the Customer. Specifically, the Customer hereby accepts and agrees that:
a) warranties representations and statements as to the Principal’s title to the Goods are given on behalf of the Principal;
b) all descriptions samples specifications and warranties of quality and condition of the Goods and their accordance with samples, are again given solely on behalf of and by the Principal;
c) therefore, the Customer agrees that it shall look solely and exclusively to the Principal for liability and responsibility for any defect in quality or quantity in, damage to, or breach of warranty in respect of the Goods, and not to the Company and the Customer further agrees that any claim and proceedings brought through the court and any legal or other costs relating thereto shall similarly be directed solely to the Principal as further provided in clause 6 below
Implementation of Sale, Title and Risk, Invoicing and Payment:
4. It is agreed that the procedure for implementing the sale of the Goods to the Customer shall proceed as follows:
a) the Customer and the Company shall agree upon the Goods to be ordered and the Company’s price for the same;
b) once the Customer accepts the offered price, the Customer shall proceed to order the Goods;
c) the Company shall forthwith send to the Customer a pro forma setting out the price and quantity of the Goods to be ordered in any agreed sale consignment (“the Consignment”);
d) on receipt of the pro forma referred to at sub para c above, the Customer shall pay to the Company in Euros or GBP Sterling by transfer in cleared funds to one of the Company’s two bank accounts (for Euros IBAN: GB08BARC20077179823866 and for GBP Sterling IBAN: GB82BARC20077183081540 respectively), the full amount shown on the pro forma i.e. the price of the Goods.
e) immediately upon payment to the Company by the Customer of the amount shown in the pro forma, the Company shall arrange for the allocation of the Consignment by the Principal at the Principal’s place of manufacture/delivery;
f) the Consignment shall be accepted by the Customer strictly on an ‘ex works’ basis and the Customer shall then arrange collection of the Consignment from the Principal’s premises and transport of the Consignment to the Customer’s nominated destination;
g) It is noted and agreed between the parties hereto that if the Company has arranged with the Customer to manage/arrange the transport of the Consignment to the Customer then this is by entirely separate contract and outside the scope of these terms and conditions and is subject to the terms on which that separate service is given by the Company (i.e. said transport if applicable in the case of the Consignment is arranged strictly on the basis that transport is covered by insurance in full against theft or damage to the goods in the Consignment only on the condition that the Customer notes on CMR shipping document any claim for damage destruction or theft immediately on receipt by the Customer), and it is noted and agreed that such separate service in no way detracts from the agreed terms hereinabove at clause 4 f above which is agreed and effective in full.
h) before releasing the Consignment, the Principal will ensure that at the time of dispatch from the Principal’s premises the Consignment is in good merchantable condition in accordance with the Principal’s description sample or statement as to the condition of the Goods in the Consignment and that the quantity of the Goods in the Consignment is correct;
i) the Customer shall provide the Company with notice, in writing, in the event that the Customer intends to sell the Goods in the Consignment directly to a household consumer as defined by the Waste Electrical and Electronic Equipment Regulations 2013 (“the Regulations”) and as a result becomes subject to the Regulations;
j) in the event that the Regulations apply, the Customer shall be responsible for complying with the Regulations and must arrange with the Principle the provision of all documents required to satisfy the Regulations to include:
i. a copy of the invoice and contract relating to the sale and/or transfer of ownership of the EEE which states that the equipment is destined for direct re-use and that it is fully functional;
ii. evidence of evaluation or testing in the form of a copy of the records (certificate of testing, proof of functionality) on every item within the consignment and a protocol containing all record information according to paragraph 3;
iii. a declaration made by the holder who arranges the transport of the EEE that none of the material or equipment within the consignment is waste as defined by Article 3(1) of Waste Directive(1); and
iv. appropriate protection against damage during transportation, loading and unloading in particular through sufficient packaging and appropriate stacking of the load.
k) all title and risk in the Consignment shall pass to the Customer at the point of release to the Customer at the Principal’s premises. It is for the Customer to ensure that at the point of release at the Principal’s warehouse the condition of the Goods is satisfactory and in accordance with the Principal’s warranty and description, and that the full quantity of the Goods in the Consignment is present.
l) upon the Customer notifying the Company of release by the Principal of the Consignment, the Company shall release the price deposited with it to the Principal.
5. The Customer hereby warrants that in the event of the Company suffering any cost liability, penalty or damage resulting from the Customers failure to comply or prove compliance with the Regulations, the Customer agrees to indemnify the Company fully for such costs liability, penalty or damage.
6. It is hereby agreed that any issues complaints or claims as to any defect of quality or quantity in the Goods in the Consignment on the part of the Customer shall be directed solely to the Principal with whom all liability rests.
7. The Customer by these terms accepts the Company’s position as set out above and in particular in Clause 5 hereof, and by these terms agrees that in the event of dispute or complaint or claim or matters occurring giving rise thereto against the Principal and generally in any event, the Customer shall not at any time directly or indirectly make any disparaging or derogatory comments or statements to any third parties about the Company whether orally or in writing in any medium (including for the avoidance of doubt posting on the internet on websites or web portals anywhere in the world).
8. No order or supply of the Goods shall be assignable by the Customer without the prior written consent of the Company.
9. In the event of any stoppage delay or interruption of work in the establishment of either the Company or the Customer on account of strikes, lockouts, trade disputes, breakdowns, accidents, Act of God or Queen’s enemies or any cause whatever beyond the control of the Company or the Customer respectively then upon notice in writing stating the cause, deliveries may be wholly or partially suspended and the duration of such suspension added to any delivery date or period herein specified. If the cause of such suspension lasts for more than three months either party shall upon written notice to the other be entitled to treat the contract as having been in law frustrated by the date of such notice.
10. Headings of clauses are not treated as part of the contract or as guides to its interpretation.
11. A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these Terms but this does not affect any right or remedy of a third party specified in these terms or which exists or is available apart from that Act.
12. No forbearance delay or indulgence by the Company in enforcing the provisions of these Terms shall prejudice or restrict the rights of the Company nor shall any waiver of its rights operate as a waiver of any subsequent breach, and no right power or remedy hereby conferred upon or reserved for the Company is exclusive of any other rights power or remedy available to the Company and each such right power or remedy shall be cumulative.
13. Notwithstanding that the whole or any part of any provision of these Terms may prove to be illegal or unenforceable, the other provisions of these Terms and the remainder of the provisions in question, shall remain in full force and effect.
14. Each of the parties hereto in as an independent contractor, and nothing in these Terms shall be construed to imply the relationship between the parties is a partnership or employer and employee or joint venturers.
15. These Terms shall be governed by and interpreted in accordance with the Laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales.