Terms & Conditions
"Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Us.
"Consumer" means a consumer as defined by the Unfair Contract Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations 1994.
"the Contract" means any contract for the supply of Goods incorporating these Conditions.
"the Goods" means the goods or where the context permits the services which You agree to buy from Us.
"the Price" means the price for the Goods excluding carriage, packing, insurance and VAT, except where specifically stated i.e. £100.00 minimum order.
"We and Us" means Abacus Cleaning & Hygiene Supplies, Abacus Stationery & Office Supplies or Discretion Feminine Hygiene.
"You" means the person who buys or agrees to buy the Goods from Us.
2. CONDITIONS APPLICABLE
2.1 - These Conditions shall apply to all contracts for the sale of Goods by Us to You to the exclusion of all other terms and conditions including any terms or conditions which You may purport to apply under any purchase order confirmation of order or similar document.
2.2 - All orders for Goods shall be deemed to be an offer by You to pursuant to these Conditions.
2.3 - Acceptance of delivery of the Goods shall deemed conclusive evidence that You accept these Conditions.
2.4 - Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Us.
2.5 - Quotations are invitations to treat only and shall lapse 30 days from the date of quotation.
2.6 - You shall be responsible for ensuring the accuracy of any order placed with Us, including any applicable designs, drawings or specifications relating to it. You will provide Us with any further information concerning the Goods which may be required to fulfill the order within such reasonable time as permits the Contract to be fulfilled.
2.7 - We shall not be liable in respect of any misrepresentation made by Us our servants or agents to You your servants or agents as to the condition of the Goods their fitness for any purpose or as to quantity or measurements unless the representation is;
2.7.1 - made or confirmed in writing by Us; and/or
2.7.2 - fraudulent
2.8 - Without prejudice to 2.7 these Conditions, while We take every precaution in the preparation of our catalogues technical circulars and other literature these documents are for your general guidance only and statements made therein (in the absence of fraud on our part) shall not constitute representations by Us and We shall not be bound by them.
3. THE PRICE AND PAYMENT
3.1 - We base our quotations and the Price on costs prevailing at the time when they are given or agreed. We shall be entitled at any time of delivery to increase the Price of the Goods to reflect any increase in the cost to Us which is due to factors occurring after the making of the Contract of sale which are beyond our reasonable control (including , without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs).
3.2 - Our quotations are based on prices applicable to the quantity specified. In the event of orders being placed for lesser quantities We shall be entitled to adjust the Price of the Goods as ordered to take account of the variation in quantity.
3.3 - Payment of the Price and VAT shall be due within 30 days of invoice unless other credit terms have been agreed. In the event that the Contract requires payment to be made to Us before the delivery of the Goods this will be communicated to You before We accept your order. You must accept such provision before your order will be processed and payment in cleared funds will then be due before delivery. Time for payment shall be of the essence.
3.4 - Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and shall accrue at such a rate after as well as before any judgment.
3.5 - If you fail to make any payment on the due date then without prejudice to any of our other rights We may;
3.5.1 suspend or cancel deliveries of any Goods due to You and/or
3.5.2 appropriate any payment by You to such of the Goods (or Goods supplied under any other Contract with You) as We may in our sole discretion think fit.
3.6 - You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counter claim which You may have or allege to have for any reason whatever.
3.7 - We shall be entitled at all times to set off any debt or claim of whatever nature which We may have against You against any sums due by Us to You.
4. RETURNS POLICY
4.1 - We offer a 7 day money back guarantee on all products. Should you not be satisfied the goods may be returned to us but need to be in their original condition, along with the invoice. Some larger commercial and industrial equipment may be subject to a re-stocking charge of up to 25% of the goods value.
5.1 - Delivery shall be effected when the Goods are tendered for delivery by Us or by our supplier to an address specified by You.
5.2 - Delivery dates are given in good faith but are approximate only.
5.3 - Time for delivery shall not be of the essence of the Contract.
5.4 - We shall not be liable for any loss or damage whatever (whether direct or consequential) due to failure by Us to deliver the Goods (or any of them) promptly or at all whether such failure is caused by our negligence or otherwise howsoever.
5.5 - We reserve the right to make delivery by installments and tender a separate invoice in respect of each installment. Our failure to deliver any one or more installments or any claim by You of any one or more installments shall not entitle you to treat the Contract as a whole as being repudiated.
5.6 - Where We intend to deliver the Goods by full load, but You request delivery by installments, We may reserve the right to levy additional charges in respect of such additional deliveries.
5.7 - The price agreed includes the cost of delivery if the order is over £110.00 on week days from 8.00am to 5.00pm. An additional charge will be incurred if We agree to deliver outside these hours or on bank holidays or on any other occasion when premises may be closed for whatever reason.
5.8 - You shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery including the provision of such labour as is necessary to unload the Goods with reasonable speed. Where our delivery vehicle has attended on the agreed delivery date and has been kept waiting for an unreasonable time, been obliged to return without unloading the Goods, We have been obliged to provide additional staff to unload the Goods or You have failed to accept delivery of the Goods for any reason whatsoever an additional charge will be made.
5.9 - We shall deliver the Goods as near as possible to the address specified in the Contract as a safe hard road permits. We reserve the right to deliver the Goods to premises considered in the absolute discretion of our driver to be unsuitable. If a vehicle used to perform our Contract with You is obliged to deliver or collect a load to or from any place not situate on a public highway, You agree to be solely responsible for any accident or damage and to indemnify us fully in respect of all actions, claims, proceedings, cost and damages(including any damages or compensation paid by Us on the advice of our legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of such accident or damage.
5.10 - If the Goods are to be delivered to premises which are neither owned nor controlled by You, You agree to be responsible for ensuring that all applicable regulations are complied with and that such steps are taken as is necessary at all times for the protection of persons or property and You agree to indemnify Us fully in respect of all actions, claims, proceedings, costs and damages(including damages or compensation paid by Us on the advice of our legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of your failure to ensure such compliance and adequate protection.
5.11 - Should an order, by a customer be given with an agreed specific delivery address, and the goods have been dispatched and are in transit with our transport or a third party carrier, and the customer then asks for the delivery address to be changed, there will be an additional cost that the customer will be asked to pay.
6.1 - You shall inspect the Goods at the time and place of unloading and ascertain that they are in accordance with the Contract. These Conditions do not require You to break packaging and/or unpack Goods which are intended to be stored before use.
6.2 - You must give us notice within 7 working days of short delivery, otherwise the Goods will be deemed to have been delivered in the quantity shown in our delivery documents and You will be deemed to have accepted the Goods. Our liability for short delivery is limited to making good the shortage and You shall not be entitled to reject the Goods or claim damages for short delivery, howsoever caused.
6.3 - Where it is or would have been apparent on a reasonable inspection that the Goods do not conform with Contract or (where the Contract is for sale by sample) that the bulk does not conform with the sample You must give us notice within 7 working days. If You do not give us such notice and You are not a consumer You will be deemed to have accepted the Goods. You are deemed to have accepted the Goods if you have used them or incorporated them in any way.
6.4 - We endeavour for the illustrations on any related website to be a true representation of the product. However we take no responsibility for any discrepancy that may occur.
7. TITLE AND RISK
7.1 - The Goods shall be at your risk as from delivery.
7.2 - In spite of delivery having been made, property in the Goods shall not pass from Us until:
7.2.1 You have paid the Price plus VAT in full; and
7.2.2 No other sums whatever shall be due from You to Us.
7.3 - Until property in the Goods passes to You in accordance with the clause 6.2 You shall hold the Goods and each of them on a fiduciary basis for Us. You shall store the Goods (at no cost to Us) separately from all other Goods in your possession, without interfering with any identification marks labels batch numbers or serial numbers and marked in such a way that they are clearly identified as our property.
7.4 - Notwithstanding that the Goods (or any of them) remain our property, You may sell or use the goods in the ordinary course of your business at full market value for our account. Any such sale or dealings shall be a sale or use by You on your own behalf and You shall deal as principal when making such sales or dealing. Until property in the Goods passes from Us the entire proceeds of sale or otherwise of the Goods shall be held in trust for Us and shall not be mixed with other money or paid to any overdrawn bank account and shall be at all material times identified as our money.
7.5 - We shall be entitled to recover the Price (plus VAT notwithstanding that property in any of the Goods has not passes from Us).
7.6 - Until such time as property in the Goods passes from Us You shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to Us. If you fail to do so, you agree to give us, our servants or agents with such transport as is necessary access to any premises owned occupied or controlled by You where the Goods are situated or believed to be situated to repossess the Goods and You agree to do such things and to allow Us to do such things shall be required to allow us access to remove the Goods without interruption. On the making of such request your rights under clause 6.4 shall cease.
7.7 - You shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of Us. Without prejudice to our other rights, if You do so all sums whatever owed by You to Us shall forthwith become due and payable.
7.8 - You shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of us until the date that property in the Goods passes from Us, and shall whenever requested by Us produce a copy of the policy of insurance. Without prejudice to our other rights if You fail to do so all sums whatever owing by You to Us shall forthwith become due and payable.
8.1 - We warrant that the Goods will be of satisfactory quality at the time of delivery but no warranty is given that Goods are fit for any particular purpose (whether or not such a purpose has been made known to Us).
8.2 - Subject to the foregoing all conditions, warrantees and representations whether expressed or implied by statute (other than section 12 of the Sale of Goods Act 1979 as amended), common law, usage, trade, custom or otherwise in relation to the Goods are hereby excluded. No negotiations or statements made prior to the conclusion of the Contract shall form a part of the Contract shall form a part of the Contract unless they are expressly repeated therein or made in writing by a duly authorised representative of Us.
8.3 - Where the purchase of the Goods also includes the provision of services by Us We warrant that such services will be carried out with reasonable care and skill. We undertake to use all reasonable endeavours to remedy free of charge to You any faulty work arising from a breach of this warranty which is reported to Us in writing within one month after performance of Us of such work. If We rectify such faulty work within a reasonable period of time, then We will have no liability of any kind in respect of or arising from such faulty work.
8.4 - Your statutory rights as a customer are not affected by these Terms and Conditions.
9.1 - You shall indemnify Us and keep Us idemnified in respect of all claims arising directly or indirectly from your use or possession of the Goods, including any indirect loss and/or expense (including loss of profit) suffered by You of this Contract.
9.2 - In the event of any breach of this Contract by us the remedies available to You shall be limited to damages. Under no circumstances shall the liability of Us exceed the Price of the Goods.
9.3 - Nothing in this Contract shall restrict or exclude liability for death or personal injury caused by the negligence of Us or affect the rights of You where You are dealing as a Consumer.
10. CONTRACTS (Rights of Third Parties) Act 1999
10.1 - A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
11. FORCE MAJEURE
11.1 - We shall not be liable to You or be in breach of these Conditions or the Contract by reason of any delay in performing, or failure to perform any of our obligations if the delay or failure was beyond our reasonable control (including, without limitation any strike, lockout or other industrial action, act of God, war or threat of war, accidental or malicious damage, prohibition or restriction by governments or other legal authority).
11.2 - Where We claim that We are unable to perform our obligations under these Conditions or the Contract (either on time or at all) as a result of the circumstances set out in clause 11.1 We will immediately notify You of the nature and extent of the circumstances in question.
12. AMENDMENT AND WAIVER
12.1 - No variation of these Conditions or the Contract shall be effective unless it is made in writing and is signed by the parties.
12.2 - No omission or delay upon the part of any party in exercising any right, power or privilege under the Conditions shall operate as a waiver by that party of any right to exercise it in the future.
13. ENTIRE AGREEMENT
13.1 - This Contract forms the entire agreement between the parties and neither has relied on any representations or warranty except as expressly set out in these Conditions or agreed in writing between the parties.
13.2 - These Conditions supersede any prior agreements, understandings and arrangements between, or any oral or written representations made by, parties to it relating to its subject matter.
14. LAW AND JURISDICTION
14.1 - These Conditions and the Contract shall be governed by and construed in all respects in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
14.2 - If any dispute shall arise between the parties as to the meaning of any Contract or any matter arising therefrom then it shall be referred to the determination of an arbitrator to be appointed by the parties or (in default of agreement within 21 days of the service upon one party of a written request to concur in such appointment) by the time being of the Chartered Institute of Arbitrators.
Dated May 2015