B2B TERMS AND CONDITIONS
Business to Business Terms & Conditions of Sale
Standard Terms And Conditions For Sale Of Goods On www.eglobaloutlet.com
1. 1. DEFINITIONS
2. 2. GENERAL
3. 3. PRODUCT INFORMATION
4. 4. PRICE AND PAYMENT
5. 5. SAMPLE
6. 6. DELIVERY SERVICE
7. 7. ORDER COLLECTION
8. 8. RISK
9. 9. TITLE
10. 10. CANCELLATION & RETURNS
11. 11. WARRANTY
12. 12. LIABILITY
13. 13. LIMITATION OF LIABILITY
14. 14. FORCE MAJEURE
15. 15. RELATIONSHIP OF PARTIES
16. 16. ASSIGNMENT AND SUB-CONTRACTING
17. 17. WAIVER
18. 18. SEVERABILITY
19. 19. INTELLECTUAL PROPERTY AND RIGHT TO USE IT
20. 20. WEBSITE USE AND LINKS
21. 21. GOVERNING LAW AND JURISDICTION
1. 1 DEFINITIONS
In this document the following words shall have the following meanings:
1. 1.1 "Buyer" means the organisation or person who buys Goods from the Seller;
2. 1.2 "Goods" means the articles to be supplied to the Buyer by the Seller;
3. 1.3 "Intellectual
Property Rights" means all patents, registered and unregistered
designs, copyright, trade marks, know-how and all other forms of
intellectual property wherever in the world enforceable;
4. 1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
5. 1.5 "Seller" means Eglobaloutlet.com
18520 N.W.67th Avenue Hialeah, Florida 33015 USA
2. 2 GENERAL
1. 2.1 These
Terms and Conditions shall apply to all contracts for the sale of Goods
by the Seller to the Buyer to the exclusion of all other terms and
conditions referred to, offered or relied on by the Buyer whether in
negotiation or at any stage in the dealings between the parties,
including any standard or printed terms tendered by the Buyer, unless
the Buyer specifically states in writing, separately from such terms,
that it wishes such terms to apply and this has been acknowledged by the
Seller in writing.
2. 2.2 These Terms and Conditions are available on request by email from the Seller or can be viewed online at www.nuvisionenergy.co.uk. The Seller reserves the right to amend the Terms and Conditions from time to time without directly notify previous Buyers.
3. 2.3 Acceptance
of sales order confirmation or pro forma invoice of the Goods shall be
deemed conclusive evidence of the Buyer's acceptance of these Terms and
3. 3 PRODUCT INFORMATION
1. 3.1 Any
description given or applied to the Goods is given by way of
identification only and the use of such description shall not constitute
a sale by description. For the avoidance of doubt, the Buyer hereby
affirms that it does not in any way rely on any description when
entering into the contract.
2. 3.2 Item
specifications are correct at time of advertising. Manufacturers
reserve the right to amend specifications without notice. The Seller
will endeavour to provide true and accurate up-to-date specification
information wherever possible. The Buyer should confirm by email or
telephone current specifications.
3. 3.2 The
Seller reserves the right to alter prices or withdraw and modify models
from time to time without directly notifying previous Buyers. Products
illustrated in all of the Seller's literature and websites are done so
as accurately as modern reproduction methods will allow.
4. 4 PRICE AND PAYMENT
1. 4.1 The
price shall be that in the Seller's current Trade List Price, or such
other price as the parties may agree in writing. The price is exclusive
of VAT or any other applicable costs. All goods are sold ex-works and
carriage shall be paid for by the Buyer.
2. 4.2 Payment
of the price and VAT and any other applicable costs shall be done
before delivery for pro-forma accounts or within agreed payment days of
the Seller invoice subject to approved credit terms. Credit terms can be
removed by the Seller without explanation.
3. 4.3 The
Seller shall be entitled to charge interest on overdue invoices from
the date when payment becomes due from day to day until the date of
payment at a rate of 2.00%per annum above the base rate of the Bank of
4. 4.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
1. 4.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
2. 4.4.2 refuse
to make delivery of any undelivered Goods whether ordered under the
contract or not and without incurring any liability whatever to the
Buyer for non-delivery or any delay in delivery;
3. 4.4.3 terminate the contract.
5. 5 SAMPLE
a sample of the Goods is shown to and inspected by the Buyer, the
parties hereto accept that such a sample is so shown and inspected for
the sole purpose of enabling the Buyer to judge for itself the quality
of the bulk, and not so as to constitute a sale by sample.
6. 6 DELIVERY SERVICE
1. 6.1 Unless
otherwise agreed in writing, delivery of the Goods shall take place at
the address specified by the Buyer within the timescale specified by the
2. 6.2 Standard
delivery is conducted using a third party courier, third party pallet
carrier, or Seller's own vehicle. Delivery times vary according to each
mode of transportation as available by 3rd party couriers.
3. 6.3 The delivery address specified by the Buyer must be safely accessible by truck between the hours of 08.00 to 18.00 Monday to Friday and 08:00 to 12:00 on Saturdays.
4. 6.4 The
delivery service is completed by one person (the driver) up to the
vehicle tailgate. It is the responsibility of the buyer to ensure
vehicle access including suitable parking and the handling of the Goods
beyond the vehicle tailgate.
Should the Buyer require additional delivery services which are not
covered by the standard delivery terms such as date specific, on site
product placement, product assembly and packaging removal either or both
of the following two options must be selected by the Buyer during order
representative from the Seller will contact the Buyer to discuss
additional delivery services required are priced on application and upon
acceptance from the Buyer such charges will be added to standard
5. 6.5 The
delivery period specified by the Seller is an estimate only and shall
not be of the essence of the contract. All deliveries conducted by the
truck method will be booked in advance by telephone and the Buyer shall
make all arrangements necessary to take delivery of the Goods whenever
they are tendered for delivery
6. 6.6 The
Seller shall use its reasonable endeavours to meet any stated delivery
period or booked delivery date. In any event, time of delivery period or
delivery booking shall not be of the essence and the Seller shall not
be liable for any losses, costs, damages or expenses incurred by the
Buyer or any third party arising directly or indirectly out of any
failure to meet any estimated delivery period or date.
7. 6.7 If
the Seller is unable to commence delivery of the Goods for reasons
beyond its control, then the Seller shall be entitled to place the Goods
in storage until such times as delivery may be effected and the Buyer
shall be liable for any expense associated with such storage.
8. 6.8 If
the Seller is unable to complete delivery whilst the Goods are in
transit for reasons beyond its control, then the Buyer shall be liable
for any wasted delivery expenses incurred by the Seller.
7. 7 ORDER COLLECTION
1. 7.1 Orders can be collected by the Buyer between the hours of 08.00 to 17.30 Monday to Friday (excluding Bank Holidays)
2. 7.2 The Buyer must notify the Seller 1 hour before collection.
3. 7.3 It
is the responsibility of the Buyer to provide the appropriate vehicle
to conduct the collection. If the Buyer is unable to complete the
collection of the Goods on the date agreed, then the Seller shall be
entitled to place the Goods in storage until such times as collection or
delivery may be effected and the Buyer shall be liable for any expense
associated with such storage.
The Seller will not apply storage charges to the Buyer if delivery is
deferred by the Buyer, however the Seller reserves the right to cancel
the order and refund deposits at the Seller’s discretion if deferment
exceeds 30 days.
8. 8 RISK
in the Goods shall pass to the Buyer at the moment the Goods are
dispatched from the Seller's premises. Where the Buyer chooses to
collect the Goods itself, risk will pass when the Goods are entrusted to
it or set aside for its collection, whichever happens first.
9. 9 TITLE
in the Goods shall not pass to the Buyer until the Seller has been paid
in full for the Goods. The goods may be resold provided the proceeds of
resale are paid to the Buyer to the extent necessary to discharge in
full the amount due to the Seller
10. 10 CANCELLATION AND RETURNS
1. 10.1 During
delivery the Buyer shall inspect the packaging for visible signs of
transit damage before signing any delivery receipt document. In the
event of visible signs of transit damage the Buyer must clearly sign the
goods received as ‘damaged' on the delivery receipt document before
signing. The Buyer shall then notify the Seller within 24 hours.
2. 10.2 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within 1 days of delivery if the Goods are transit damaged, defective or do not comply with any of the Contract.
3. 10.3 Where
the claim of pre-installation damage is made then it shall be the
responsibility of the Seller to collect the damaged Goods and the Buyer
shall be entitled to replacement Goods or a full refund including any
applicable shipping costs.
4. 10.4 Goods
to be collected must be fully re-packaged and sealed in the original
packaging format clearly showing the order number obtained from the
Seller and must be immediately available for collection. The Seller will
not accept any attempt to apply storage charges from the Buyer in this
5. 10.5 Where
the claim of post-installation defect is made then it shall be the
responsibility of the Buyer to return the faulty Goods. The Buyer shall
be entitled to replacement Goods or a full refund including shipping
costs provided a manufacturing fault can be established and not as a
result of misuse by the Buyer or a third party user.
6. 10.6 Goods to be returned must be delivered to the Seller between the hours of 08.00 to 17.30 Monday to Friday at the Seller's premises within 14 days of reporting the fault.
7. 10.7 Where
returned Goods are found to be damaged but repairable due to the
Buyer's or third party’s misuse the Buyer will be liable for the cost of
remedying such damage and all related shipping costs.
11. 11 WARRANTY
1. 11.1 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer's expense, if so requested by the Seller.
2. 11.3 Where
the Goods have been manufactured and supplied to the Seller by a third
party, any warranty granted to the Seller in respect of the Goods shall
be passed on to the Buyer.
3. 11.4 The
Seller shall be entitled in its absolute discretion to refund the price
of the defective Goods in the event that such price has already been
4. 11.5 The
remedies contained in this Clause are without prejudice to the other
Terms and Conditions herein, including, but without limitation, Clauses
10 and 11.
12. 12 LIABILITY
1. 12.1 No
liability of any nature shall be incurred or accepted by the Seller in
respect of any representation made by the Seller, or on its behalf, to
the Buyer, or to any party acting on its behalf, prior to the making of
this contract where such representations were made or given in relation
1. 12.1.1 the correspondence of the Goods with any description;
2. 12.1.2 the quality of the Goods
2. 12.3 All
implied terms, conditions or warranties as to the correspondence of the
Goods to any description or the satisfactory quality of the Goods or
the fitness of the Goods for any purpose whatsoever (whether made known
to the Seller or not) are hereby excluded from the contract.
13. 13 LIMITATION OF LIABILITY
1. 13.1 Where
any court or arbitrator determines that any part of Clause 10 above is,
for whatever reason, unenforceable, the Seller shall be liable for all
loss or damage suffered by the Buyer but in an amount not exceeding the
2. 13.2 Nothing
contained in these Terms and Conditions shall be construed so as to
limit or exclude the liability of the Seller for death or personal
injury as a result of the Seller's negligence or that of its employees
14. 14 FORCE MAJEURE
Seller shall not be liable for any delay or failure to perform any of
its obligations if the delay or failure results from events or
circumstances outside its reasonable control, including but not limited
to acts of God, strikes, lock outs, accidents, war, fire, breakdown of
plant or machinery or shortage or unavailability of raw materials from a
natural source of supply, and the Seller shall be entitled to a
reasonable extension of its obligations. If the delay persists for such
time as the Seller considers unreasonable, it may, without liability on
its part, terminate the contract.
15. 15 RELATIONSHIP OF PARTIES
contained in these Terms and Conditions shall be construed as
establishing or implying any partnership or joint venture between the
parties and nothing in these Terms and Conditions shall be deemed to
construe either of the parties as the agent of the other.
16. 16 ASSIGNMENT AND SUB-CONTRACTING
contract between the Buyer and Seller for the sale of Goods shall not
be assigned or transferred, nor the performance of any obligation
sub-contracted, in either case by the Buyer, without the prior written
consent of the Seller.
17. 17 WAIVER
failure by either party to enforce at any time or for any period any
one or more of the Terms and Conditions herein shall not be a waiver of
them or of the right at any time subsequently to enforce all Terms and
Conditions of this Agreement.
18. 18 SEVERABILITY