Terms & Conditions of Sale

Terms & Conditions of Sale
1. NEW ACCOUNTS

Zebco Europe Ltd (the "Company") will at its sole discretion open new accounts with bona fide purchasers subject to our investigations and you (the "Purchaser") providing satisfactory bank and trade references. Terms will be on a cash with order basis unless reliable trading has been established and the Company agrees to defer payment.

2. ORDERING OF GOODS

2.1 The Purchaser shall state the following when ordering:

2.1.1 full item numbers and correct descriptions;
2.1.2 the name and address where the goods are to be sent;
2.1.3 the name and status of the persons ordering; and
2.1.4 the full name and address of the company or firm to be invoiced.
2.2 Unless the Company has agreed alternative payment terms in accordance with clause 1, the Purchaser shall include with its order a cheque or banker's draft for full payment of the goods ordered.

3. PRICES
3.1 Prices invoiced will be those prevailing at the date of despatch of the goods unless previously agreed otherwise in writing.
3.2 The Company reserves the right to change the prevailing prices from time to time or withdraw products from its product catalogue without notice to the Purchaser.

4. Delivery & Express Delivery
4.1 Delivery will be made by our appointed carriers or by post.
4.2 Carriage costs will be paid by us on all orders over the value of £300 (excluding VAT). Orders below £300 will be subject to a delivery charge of £8 plus VAT. Carriage will be charged at cost for shipments to the Channel Islands, Isle of Man, Shetlands and any other areas where additional transport costs have been incurred.
4.3 All orders with a value of less than £300 net will be subject to £8 transport cost.
4.4 Every effort will be made to execute orders in one consignment. In the event of incomplete despatches subsequent deliveries will be made carriage paid by us until completion of the order, unless you notify us to the contrary. Any balance of orders which has not become available and been despatched after 3 months from the date of order will automatically be cancelled unless an earlier date for cancellation has been specified by you.
4.5 We reserve the right to withhold shipment of orders, if the account status is not within the agreed payment terms or if the Purchaser has breached these Terms and Conditions.
4.6 C.O.D. deliveries are available by prior arrangement and at the Company's sole discretion.

5. DAMAGES, SHORTAGES AND NON-DELIVERY
5.1 Upon receipt by the Purchaser, all parcels and containers should be checked for damage or broken seals and the delivery note countersigned to acknowledge receipt.
5.2 The Company will not accept any claim in respect of damage in transit, shortage or non-delivery unless written notice is given to the Company and the carrier by the consignee as follows:
5.2.1 for damage in transit - within 3 days of receipt of the goods;

5.2.2 for shortages - within 3 days of receipt of the goods; or
5.2.3 for non-delivery - within 10 days of the date of invoice.

6. LIABILITY
6.1 Subject to clause 6.3, the Company shall be under no liability for any loss or damage howsoever arising resulting from the use or conversion of the goods supplied.
6.2 The Purchaser will indemnify the Company in respect of any claim brought by a third party against the Company in respect of such loss or damage.
6.3 Nothing in these Terms and Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by reason of the negligence of the Company or of its servants, employees or agents.

7. RETENTION OF TITLE
7.1 Notwithstanding clause 8.1, ownership of all goods supplied by the Company shall remain vested in the Company and the Company reserves the right of repossession of the same until all monies due from the Purchaser to the Company are paid in full.
7.2 The Purchaser shall keep and separately store all such goods in such a manner that they can be readily identified as items belonging to the Company.
7.3 The Purchaser hereby irrevocably grants permission to the Company, or its representatives, to enter upon any premises owned or under the control of the Purchaser and to remove any and if necessary detach the goods from such premises or from any other goods or property.
7.4 The Purchaser may sell the goods at full market value for the account of the Company. Any such sale shall be a sale or use of the Company's property by the Purchaser on the Company's own behalf and the Purchaser shall deal as principal when making such sales. Until property in the goods passes from the Company the entire proceeds of sale of the goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.

8. INSURANCE
8.1 All goods supplied to the Purchaser shall be at the Purchaser's risk until full payment is received for them.
8.2 The Purchaser shall at his own expense insure the goods to their full replacement value. The Purchaser shall hold all proceeds of any insurance claim relating to goods supplied by the Company but not yet paid for, in trust for the Company.

9. RETURN OF GOODS
9.1 Goods returned to the Company because of delivery in a damaged condition will only be accepted if proper notice in writing has been given in accordance with clause 5.
9.2 Goods properly returned to the Company because of incorrect despatch of the Purchaser's order by the Company must be returned carriage paid (refundable by the Company) and in good condition within 14 days of receipt, otherwise they will be deemed to have been accepted and the invoice will be adjusted in accordance with clause 10.5. Any other returned goods will only be accepted if their return has been previously authorised in writing by the Company and then must be returned in good condition carriage paid.
9.3 On goods returned otherwise than because of damage in transit or incorrect despatch, the Company reserves the right to make a re-stocking charge of 15% of the net value to cover the original transport cost plus packing and handling and will not refund any carriage costs. A minimum re-stocking charge of £10 will be incurred on any item returned no matter of its original trade value.
9.4 A return note listing the goods returned and the original invoice numbers to which the goods refer must accompany all returned goods.
9.5 Faulty or damaged goods may be replaced within 14 days of the receipt of the returned goods or the purchase price refunded/credited at the Company's sole discretion.

10. SETTLEMENT TERMS
10.1 Invoices are due for payment on the Purchaser's receipt of the goods or on receipt of the invoice, whichever is the sooner.
10.2 For payment received by the company within 10 days of the date of the invoice, a discount of 2% of the net value excluding VAT and carriage when charged can be deducted. All customers who are set up with the direct debit facility will automatically receive 3% settlement discount if the total value of the invoice is paid within 30 days from invoice date. No settlement discount is applicable on stock orders.
10.3 All credit card transactions will incur a surcharge of 3% on the amount processed.
10.4 Payment will only be deemed to have been made when it has been received by the Company at its current office address. Payment by cheque will only be deemed to have been made when that cheque has been cleared.
10.5 Payment will first be set against outstanding credit surcharges (in accordance with clause 11.1), then the remaining balance will be allocated to the reduction of the invoice balance.
10.6 No deduction in the payment of invoices may be made for goods returned to the Company until the Company has issued a credit note to the Purchaser.
10.7 For all cheques that have to be represented or are returned from the bank ‘refer to drawer’ an administration charge of £17.50 will be added to the account.

11. OVERDUE ACCOUNTS
11.1 Any invoices which have not been paid by the last day of the month after the month of invoice will be classified as "overdue" and will immediately become subject to a credit surcharge of 2% (compound) per month or part month, from the last day of the month of invoice until the date of payment.
11.2 Where any invoice payable to the Company is overdue and the Company as a result incurs any costs, howsoever arising, associated with the recovery of any overdue debt from the Purchaser then the Purchaser shall indemnify the Company in full for all reasonable costs incurred in recovering the overdue amount (the "Recovery Costs"). For the avoidance of doubt the Puchaser shall indemnify the Company for the following:
11.2.1 all Solicitor's and other legal fees and costs reasonably incurred by the Company relating to any legal action undertaken for the recovery of any overdue debt. Such Recovery Costs will be charged in full to the purchaser of the goods who will also forfeit any turnover discount otherwise due; and
11.2.2 all other professional and administrative fees and costs, howsoever arising, reasonably incurred by the Company relating to the recovery of any overdue debt from the Purchaser.
11.3 Without prejudice to any other right or remedy that it may have, if the Purchaser fails to pay the Company the Recovery Costs due under these Terms and Conditions on the due date for the Recovery Costs, then the Company may charge interest on such sums from the due date for payment at the annual rate of 2 % above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
11.4 Deliveries may be suspended and orders may be refused on all accounts which are overdue for settlement.
11.5 If the Purchaser offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Purchaser or the Purchaser is unable to pay its debts as they fall due or if any resolution or petition to wind up the Purchaser shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Purchaser's business or assets or if the Purchaser shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods shall become repayable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have suspend all future deliveries to the Purchaser and terminate this contract without liability on its part.
11.6 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

12. GENERAL
12.1 Goods, payments and written notices and communications given to our staff in the field, to the Post Office to any other carrier or agency are at the consignor's risk and will not be deemed to have been received by the Company until received at the address shown on latest invoice issued.
12.2 Unless otherwise agreed in writing by the Company, all orders are accepted and all goods are despatched under these Terms and Conditions, which will at all times apply to the exclusion of any other terms and conditions inconsistent herewith or purporting to modify the same.
12.3 These Terms and Conditions shall be construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.
12.4 V.A.T. is included in all retail prices, but the trade prices are shown without the addition of V.A.T.
12.5 Any special discount for turnover or other specific terms will be confirmed by both the Company and Purchaser in writing and reviewed annually.
12.6 Backorders will automatically be kept on our system, unless previous written communication requests otherwise. Failure to inform us in writing will result in a charge of 15% re-stocking fee and all return carriage costs



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