Terms of Sale

1. Definitions

In this Agreement, the following terms have the following meanings:

  1. ‘Buyer’ the person who buys or agrees to buy the Goods from ECC UK.
  2. 'Buyer’s Agent' any person, firm or company that the Buyer either expressly or impliedly makes known to ECC UK will take possession of the Goods at the Delivery Address on the Buyer’s behalf.
  3. ‘Conditions’ the terms and conditions of sale set out below and any special terms and conditions agreed in writing by ECC UK.
  4. ‘Delivery Address’ the address to which the Buyer instructs ECC UK to arrange carriage of the Goods.
  5. ‘ECC UK’ E C Cables UK Limited, whose registered office is at Unit 4B, Waymills Industrial Estate, Whitchurch, SY13 1TT.
  6. ‘Goods’ the articles which the Buyer agrees to buy from ECC UK.
  7. ‘Price’ The Price shall be ECC UK’s quoted price.

2. Existence of Contract

  1. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
  2. No contract shall come into existence until the Buyer’s order (however given) is accepted by the earliest of:
  • The ECC UK's written acceptance, including facsimile transmission and electronic mail;
  • The delivery of the goods;
  • The ECC UK's invoice.

3. Conditions Applicable

  1. These Conditions shall apply to all contracts for the sale of Goods by ECC UK to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation order or similar document.
  2. ‘Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
  3. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by ECC UK.

4. The Price and Payment

  1. The Price includes carriage, packing, and insurance.
  2. The Price is exclusive of VAT which shall be due at the rate ruling on the date of ECC UK’s invoice.
  3. Payment of the Price and VAT shall be due within 30 days of the date of ECC UK’s invoice.
  4. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.

5. The Goods

The quantity and description of the Goods shall be:

  • as set out in ECC UK’s quotation; or
  • where there is no quotation, in ECC UK’s written acceptance unless the Buyer objects to the contents of that written acceptance within 24 hours of receipt.

The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that:

  • such discrepancy in quantity shall not exceed 2%; and
  • the Price shall be adjusted pro rata to the discrepancy.

6. Warranties and Liabilities

  1. ECC UK warrants that the Goods will at the time of delivery correspond to the description given by ECC UK. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 section 12) all other warranties, conditions or terms relating to fitness for purpose, satisfactory quality, or the condition of the Goods and whether implied by statute or otherwise are excluded.
  2. ECC UK shall be under no liability whatever to the Buyer, whether for breach of contract or otherwise, for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by ECC UK of this Agreement.
  3. In the event of any breach of this contract by ECC UK the remedies of the Buyer shall be limited to damages.
  4. Under no circumstances shall the liability of ECC UK exceed the Price of the Goods.
  5. The Buyer must independently verify any technical advice or assistance on any specifications provided by ECC UK so that:
  • The Buyer must not rely on any technical advice or assistance on any specifications provided by ECC UK; and
  • ECC UK will not be liable for any loss or damage arising from reliance on such technical advice or assistance on any specifications provided by ECC UK.

7. Delivery of the Goods

  1. Delivery of the Goods takes place when the Goods are delivered to the Buyer or the Buyer’s Agent at the Delivery Address.
  2. ECC UK shall arrange for the carriage of the Goods to the Delivery Address.
  3. ECC UK shall be entitled to deliver the Goods on any weekday during normal working hours after the period for delivery has commenced.
  4. Whilst every effort is made to deliver Goods on the dates or within the periods specified by ECC UK, any delivery date or dates which may be quoted verbally or in writing are estimates only and ECC UK shall not be liable for failure to deliver by such date or dates, or for any damage or loss arising directly or indirectly out of delay in delivery.
  5. Any additional costs of carriage and any insurance which the Buyer reasonably directs ECC UK to incur over and above those covered by the Price shall be reimbursed by the Buyer without any set-off or withholding whatever and shall be due on the date for payment of the Price.
  6. The Buyer will ensure that at the Delivery Address there is the adequate and appropriate personnel and equipment for taking delivery of the Goods and that, where appropriate, the Buyer’s Agent has been properly instructed.
  7. If for any reason the Buyer or Buyer’s Agent will not accept delivery of any of the Goods, or ECC UK is unable to deliver the Goods on time because the Buyer or Buyer’s Agent has not provided appropriate instructions, documents, licences or authorisations:
    • risk in the Goods will pass to the Buyer;
    • the Goods will be deemed to have been delivered; and
    • ECC UK may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage, demurrage and insurance).
  8. This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full accordance with terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.

ECC UK shall not be liable for any loss or damage whatever due to failure by ECC UK to deliver the Goods (or any of them) promptly or at all.

Notwithstanding that ECC UK may have delayed or failed to deliver the Goods (or any of them) promptly, the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.

8. Acceptance of the Goods

The Goods shall be conclusively presumed to be free from any defect or damage which would have been apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods unless the Buyer:

  • inspects the Goods immediately on receipt of the Goods from the carrier;
  • within 3 days of delivery notifies ECC UK of any alleged defect, shortage in quantity, damage or failure to comply with description or sample; and
  • affords to ECC UK an opportunity to inspect the Goods within a reasonable time following such notification and before any use is made of them.
  1. Where the Goods are delivered to the Buyer’s Agent the Buyer shall ensure that the Buyer’s Agent complies with clause 8.1 above on behalf of the Buyer.
  2. The Buyer shall be deemed to have accepted the Goods 3 days after delivery takes place.
  3. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with this Agreement.

9. Title and risk

Title shall not pass from ECC UK until:

  • the Buyer has paid the Price plus VAT in full; and
  • no other sums whatever are due from the Buyer to ECC UK.

Until such time as the property in the Goods passes from ECC UK:

  • the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to ECC UK; or
  • if the Buyer fails to so deliver up, then ECC UK or its agent may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

ECC UK may maintain an action for the price of Goods sold notwithstanding that the property may not have passed to the Buyer.

Risk shall pass on delivery of the Goods.

10. Remedies of Buyer

  1. Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by ECC UK to supply Goods which conform to the contract of sale.
  2. Where the Buyer accepts or has been deemed to accept any Goods then ECC UK shall have no liability whatever to the Buyer in respect of those Goods.
  3. ECC UK shall not be liable to the Buyer for late delivery or short delivery of the Goods.
  4. If the Buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Goods unless the Buyer promptly gives notice of such rejection to ECC UK and at the Buyer’s cost returns such Goods to ECC UK before the date when payment of the Price is due.

11. Miscellaneous

  1. This Agreement is subject to the law of England and Wales and each party agrees to submit to the jurisdiction of the courts of England and Wales.
  2. Any provision of this Agreement, which may be void or unenforceable, shall to the extent of such invalidity or unenforceability be deemed severable and shall not effect any other provision of this contract.
  3. No waiver or forbearance by ECC UK (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
  4. Neither party shall be liable for any default due to any event normally considered beyond the reasonable control of either party.
  5. ECC UK may cancel this Agreement at any time before the Goods are delivered by giving written notice:
  • on giving such notice ECC UK shall promptly repay to the Buyer any sums paid in respect of the Price; and
  • ECC UK shall not be liable for any loss or damage whatever arising from such cancellation.