Terms and Conditions
CES Terms and Conditions of Sale (effective from March 2019)
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Please read these Conditions carefully before ordering any Goods from CES. You agree to be bound by these Conditions upon ordering any Goods.
1.1 The following definitions apply to these Conditions:
“Business” means any customer (typically an educational establishment) other than a Consumer; "Conditions" these terms and conditions, together with, if you are a reseller, the CES Terms and Conditions. “Goods" means the products or services we are selling to you as set out in the Acknowledgement of Order;
"Order" means your Order for the Goods; “Quotation means our Quotation for goods and freight, packing and insurance charges “Site” means www.cesholdings.com; "CES" or “our” or “us “ or “we” means CES Holdings Limited of Shepley Estate South, Audenshaw, Manchester, United Kingdom M34 5EX England ; and “you” means the person, company, organisation or other entity entering into the Order for the Goods.
1.2 Written / writing includes email and faxed documents.
1.3 Headings do not affect the interpretation of these Conditions.
2. BASIS OF SALE
These Conditions will apply to any Order for Goods placed by you and to the contract between us for the sale of such Goods to you.
3. FORMATION OF ORDER AND ACCEPTANCE
3.1 You may place request a quotation or place an order in the form of a written memorandum or as you and CES may find acceptable;
3.2 After you place the order or confirm the Quotation is acceptable, you will receive an email from us acknowledging that we have received the Order or Quotation confirmation. This is when the contract is made between us.
3.3 We may refuse the Order for any reason at our sole discretion.
3.4 Please note that certain goods and promotions are only available in mainland United Kingdom and, as such, may be unavailable in the region or country from which you are accessing the Site.
4. DESCRIPTION OF GOODS
4.1 The images of the Goods shown in the electronic or printed catalogues of your nominated suppliers are for illustrative purposes only. Variations in the colour due to photography, publishing or your computer’s display can occur. You acknowledge that the Order (including for personalised products) is placed at your own risk if, for example, the colour, shade representation, dimensions or texture of the Goods differs from the image in the published materials.
4.2 If we discover an error in the price of the Goods you have Ordered (e.g. incorrect price displayed on one of our order acknowledgements), we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling the Order. Please note that we do not have to supply the Goods to you at the incorrect (lower) price.
4.3 Please always read labels, warnings and directions provided with the Goods before use. We cannot be held responsible for any injuries caused by the use of Goods supplied to you regardless of whether title has passed or not.
5. TITLE RETENTION
5.1 Title in the Goods shall not pass to you until both: (i) payment is received by us for the Goods; and (ii) no other amounts are outstanding from you to us in respect of any other goods supplied by us to you.
5.2 We can recover any Goods in respect of which ownership has not passed to you in accordance with clause 5.1 above at any time. You agree to, immediately following written request from us, to allow us access to the Goods (and to any premises required to recover the goods) in order to affect the recovery.
6. PRICE AND PAYMENT
6.1 All prices are quoted in pounds Sterling, unless otherwise agreed in writing, and are:
6.1.1 exclusive of VAT or applicable tax, which may be added to the total amount due see 6.8 & 6.9; 6.1.2 exclusive of any applicable bank charges, which will be added to the total amount due; 6.1.3 for international destinations, exclusive of delivery charges (including but not limited to freight, packing and insurance). We may invoice you for delivery charges on a separate invoice to the Goods. Upon request we will advise options for freight, packing and insurance for approval prior to shipment; and 6.1.4 for international destinations outside of the E.U., unless otherwise agreed in writing between the parties or accordance with Incoterms 2010, all quotations are exclusive of any applicable import duties or local taxes, and by any other charges over which CES has no control. These must be borne by you. Customs policies vary widely from country to country, so you should contact your local customs office or Clearing Agent for further information.
6.2 Eligible bodies such as registered charities may be subject to VAT exemption on Goods. A written VAT exemption declaration must be submitted at the time of ordering to qualify for VAT exemption.
6.3 In order to offer credit terms we must first obtain credit insurance from our provider, Atradius. They may contact you for further information. If you do not provide this information they may not be able to provide credit insurance and in turn we may not be able to offer credit terms.
6.4 If you do not have credit terms with us, payment for all Goods, or certain other sums which become payable under clause 6.1, must be made in advance by credit card (agreed in advance and charges may apply), wire transfer, bankers draft or a cheque drawn on a UK clearing bank.
6.5 If you have credit terms with us, we will invoice you for the Goods on or around the date of e despatch of Goods to you. You must pay the invoice in cleared monies within the terms of sale as stated on the invoice.
6.6 If you do not make any payment due to us by the due date for payment (as set out in clauses
6.3 and 6.4), we may charge interest and compensation to you on the overdue amount at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.
6.7 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any Order (both the one to which the payment relate(s) and any other Order) until you have paid the outstanding amounts.
6.8 For EU customers UK VAT will be charged if you do not provide a valid EU VAT number which allows for the purchase of cross border inter EU purchases. If you have such a valid VAT number it must under European Law be provided to CES at the point of ordering. If a valid VAT number is provided UK VAT will not be charged and you will be responsible for the correct operation VAT/IVA etc. within your own EU Country.
6.9 If the goods are to be delivered to a UK freight forwarder for onward shipment outside the EU it is vital that the forwarder provides CES with proof of export and/or copy of the export entry. Without these documents, CES are legally obliged to charge UK VAT on the shipment. Where we do not have experience of a freight forwarder we will charge UK VAT at the time of shipment. This will only be refunded on receipt of acceptable proof of export from your nominated freight forwarder.
6.10 Where goods are to be delivered to outside the E.U. direct no UK VAT will be charged.
7.1 Subject to clause 7.7 below, risk in the Goods shall pass to you when the Goods are delivered to, or collected by, you or your agent. (in line with our obligations under Incoterms 2010)
7.2 Dates for delivery of the Goods are estimates only and are subject to availability. We shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s).
7.3 We will deliver the Goods to the point designated in the Order and in line with our obligations under Incoterms 2010, which will be confirmed on the Order acknowledgement. You should ensure that you are, or a trusted representative shall be available to take the receipt and we will presume that any person at this point has the authority to receive the Order on your behalf.
7.4 If we are unable to deliver the whole of the Order at one time due to, for example, books being reprinted or shortage of stock at your nominated supplier, we may deliver the Order in instalments. There will be an additional delivery cost for this. Where CES exercises its right to deliver the Order in instalments, the original contract shall be deemed varied and divided into separate contracts for each instalment.
7.5 Deliveries shall be made by us or an appointed third party to the delivery premises. Where you request delivery to be made to a location within the delivery premises, you shall advise us accordingly at the time of placing the Order for which there may be an additional charge. We do not guarantee that we will be able to accommodate your delivery request. However, should we be able to, you agree to procure all access and relevant facilities (e.g. use of a lift).
7.6 You are required to obtain all necessary licences required for customs clearance in the country of importation at the time you place the Order. Delivery of Goods is subject to all such authorisations being available at the time of customs clearance.
7.7 CES deliver using a variety of terms of sale (consistent with Incoterms 2010) dependent on country, mode of transport and your particular requirements. If you need clarification on when the risk passes to you as the buyer, please contact us. Please contact us if you require a quote for delivery.
7.8 Delivery lead times to international addresses will vary according to destination and mode of transport. If delays occur for any reason we will make every effort to keep you informed.
8. ORDER AMENDMENTS
CES may, at its sole discretion, accept or reject any requests for amendments to Orders prior to despatch.
9. CANCELLATION AND RETURNS
9.1 Subject to our suppliers confirming they will accept the return of any goods you may cancel the Order before despatch of the Goods. We shall be entitled to charge you a cancellation and restocking fee of up to, but not greater than, the total order value, which we shall confirm to you shortly after the time of cancellation. Once the goods have been despatched, the Order cannot be varied or cancelled. However, this is only for non-bespoke items as 9.3 below.
9.2 If we will refund monies to you, we will usually do so by the method of payment you used, for example, if you paid for the Goods by Bank transfer, we will ask for your bank details so we can refund you by Bank transfer.
9.3 Returns of the Goods will not be accepted in the following circumstances:
9.3.1 the Goods were made to your own specification, personalised or customised, or configured to order;
9.3.2 audio or video recordings that have been unsealed; or
9.3.3 open packaged software or pre-loaded / downloaded software licences.
Damage in transit
9.4 We will accept responsibility for damage, shortage or loss in transit only if:
9.4.1 you report the damage or loss within twenty-eight (28) days of receipt of the Goods. Failure to notify us within twenty-eight (28) days of receipt will invalidate any claim with regard to the Goods;
9.4.2 such loss or damage is noted on the consignment note or delivery document upon receipt;
9.4.3 Dated photographs of the damaged items are provided to us with order and item reference number
9.4.4 the packaging of the damaged item is retained for inspection; and
9.4.5 the Goods are handled by you in accordance with our, or the carrier’s, conditions of carriage or handling stipulations.
Note this clause 9.4 does not affect the point risk transfers from us to you in accordance with clauses 7.1 or 7.7 above.
9.5 Where we accept responsibility under clause 9.4, we shall at our discretion replace, repair or credit any refund monies to the value of said Goods provided it has been proved to our satisfaction that those Goods have been lost or damaged in transit.
Errors in personalised Goods
9.6 Please note that, in relation to personalised Goods, we cannot be responsible for: spelling, punctuation or grammatical errors made by you; inferior quality or low-resolution of uploaded images; design errors introduced by You in the document creation process; or errors in user-selected options such as choice of finish, quantity or product type. Please preview the designs carefully and correct any mistakes prior to placing the Order. CES does not proof documents created by its customers prior to processing.
9.7 Warranty returns can be made under the warranty return provision in clause 10.
9.8 If our supplier having checked any Goods returned under clause 9.10, have found that they are not faulty, or the defect arose from one of the circumstances set out in clause 10.3 below, in addition to not refunding you the Order value, we may charge you a handling fee equivalent to 20% of the price that you originally paid for the Goods or £10, whichever is the greater.
10.1 CES’s supplier(s) is/are the party who has/have provided the warranty and to whom any warranty claim should be made. CES has no liability for warranty claims.
10.2 When you purchase Goods from Us, and a potential warranty claim arises, please contact us and we will do whatever we can to help. We can assist you in contacting your nominated supplier to enable You to explore the potential warranty claim.
11. DATA PROTECTION
CES complies with all the applicable elements of The General Data Protection Regulation (GDPR) agreed on by the European Parliament and Council. This European law regulates how companies protect EU citizen’s personal data. Full details of CES’s GDPR policy are available on request.
You shall ensure that you and, if applicable, all of your employees, agents, sub-contractors and any other party performing your obligations or exercising your rights under or in connection with these Conditions and/or any other agreement that you may have with us, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. You shall, whenever requested by us, provide evidence of the measures, steps and processes that you take to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
13. DISPOSAL OF WASTE ELECTRICAL EQUIPMENT
13.1 You are responsible for the costs of collection, treatment, recovery, recycling and environmentally sound disposal of any equipment supplied under the Order that has become waste electrical and electronic equipment (“WEEE”) under the regulatory regime of your country.
14.1 We reserve the right to amend these Conditions from time to time without notice by updating the same on the CES website.
14.2 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control, including without limitation, strikes, lockouts or other industrial action by workers, employers, trade disputes, accidents on land or sea, government interference, war or hostilities, riot or civil commotion, earthquake, flood, fire or other natural physical disasters, Government action or legislation.
14.3 Failure by either party to exercise or delay in exercising any of these Conditions shall not constitute or be deemed to be a waiver of either party’s rights hereunder or prejudice our or your rights to take subsequent action.
14.4 Any notice required to be given under these Conditions shall be in writing and shall be sent to the address of the customer/reseller set out in the Order (for notices to be sent to you) or the registered office of CES (for notices sent to us). Any notices sent to CES via email will only be valid if they are sent to: firstname.lastname@example.org
14.5 Nothing in these Conditions shall make either party the agent or partner of the other or give either party the power to bind the other.
14.6 Nothing in these Conditions shall confer on any third party any right or benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.
14.7 You agree to maintain in confidence and not disclose, reproduce or copy any materials, documentation or specifications which are provided to you hereunder. You shall be responsible for ensuring that your employees, agents, sub-contractors and any other party performing your obligations or exercising your rights under or in connection with these Conditions and/or any other agreement that you may have with us are bound by the same obligations and that such obligations endure beyond any termination of employment with you.
15. ADDITIONAL TERMS FOR BUSINESSES
In addition to clauses 1 – 15 and 18, if you are a Business, the following terms apply:
Limitation of Liability
15.1 Nothing in the Order excludes our liability for:
15.1.1 death or personal injury caused by our negligence;
15.1.2 fraud or fraudulent misrepresentation;
15.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
15.1.4 defective products under Part I of the Consumer Protection Act 1987; or
15.1.5 for any other matter in respect of which law prescribes that liability may not be excluded or limited.
15.2 We shall not in any circumstances be liable, whether in contract, tort (being a form of civil wrong) (including for negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for:
15.2.1 loss of profits; or
15.2.2 loss of business; or
15.2.3 depletion of goodwill or similar losses; or
15.2.4 loss of anticipated savings; or
15.2.5 loss of goods; or
15.2.6 loss of use; or
15.2.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
15.3 Subject to clause 17.1, our total liability to you in respect of all losses arising under or in connection with the Order, whether in contract, tort (including negligence), breach of statutory duty, including damage to tangible property, shall in no circumstances exceed the price paid by you for the Goods.
15.4 You agree that we will not be liable for any loss arising out of the provision of goods or services by any company, organisation or person other than CES or for any loss caused by your failure to perform your obligations in relation to the Order.
15.5 You confirm that you have authority to bind any business (including university, government department or Ministry, school, nursery, after school club, PTA) on whose behalf you order any Goods from CES.
15.6 These Conditions, together with any contract documents CES provides you, constitute the entire agreement and understanding between the parties relating to the subject matter. These Conditions supersede and cancel all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written, between the parties. Each of the parties acknowledges and agrees that in entering into any Order it has not relied on (or has been induced to enter into any Order by) any statement, representation, warranty or understanding made prior to these Conditions. Nothing in this clause excludes any liability for fraudulent misrepresentation.
16. GOVERNING LAW AND JURISDICTION
These Conditions shall be governed by and construed in all respects in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Court