Introduction
The Terms and Conditions (including the definitions) set out in Part 1 below apply to all contracts for the sale of our goods to you.
The Terms and Conditions set out in Part 2 apply only to contracts for the sale of goods entered into by you via our Online Store but are to be read in addition to those set out in Part 1.
Please note that Part 1 of these Terms and Conditions and any additional terms (in any case whether provided separately or, when ordering goods from our Online Store, those conditions also contained in Part 2 of these terms and conditions, those contained in our Privacy Policy) must be read together and together shall be referred to as the “Conditions”.
Part 1: Terms and Conditions applicable to all contracts
1.0 – Interpretation
1.1 In these Conditions the following words and expressions shall have the following meanings unless the context otherwise requires:
“Business Customers” means those persons who order Goods in the course of business.
“Consumers” means those persons who order Goods and who are not Business Customers.
“Contract” means the contract for the sale of Goods by us to you.
“Events Outside Our Control” means without limitation a technical failure of the Internet, act of nature, explosion, flood, fire, epidemic, pandemic, accident, war, terrorism, sabotage, insurrection, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, industrial actions or trade disputes (whether involving our employees or those of a third party), inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour
”Goods” means goods which we supply to you pursuant to the Contract
“Guarantee” means the personal guarantee to be given by our Business Customers as set out in Condition 9
“Guarantor” means the person who enters into the Guarantee
”Insolvent / Insolvency” means we may treat you as insolvent if:
(i) you are unable to pay your debts as they fall due; or
(ii) you (or any item of your property) become the subject of:
(a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
(b) any application or proposal for any formal insolvency procedure; or
(c) any application, procedure or proposal overseas with similar effect or purpose
“Local Trade Counter” means the branches from which we operate from time to time
“Online Store” means ERF Online at www.erfelectrical.co.uk
”Order Acknowledgement” means the written confirmation from us of your order which comprises a description of the goods, the price paid or payable, the delivery costs (where appropriate) and the estimated delivery time for the Goods
”we”, “our”, “us” means ERF Electrical Wholesalers Limited, a company registered in England and Wales with Registration Number 00911692 whose registered office is at Salop Street, Daybrook, Nottingham NG5 6HD (VAT Number 116 2206 16)
”you” means the person or firm purchasing Goods under these Conditions, whether a Business Customer or a Consumer
1.2 In these Conditions:
1.2.1 references to “conditions” are to the relevant conditions of these Conditions;
1.2.2 headings to these Conditions do not affect their interpretation;
1.2.3 references to statutes or statutory provisions include references to the statutes or statutory provisions as modified or re-enacted and in force from time to time;
1.2.4 references to persons include natural persons, firms, partnerships, companies, corporations, associations and organisations (in each case whether or not having a separate identity);
1.2.5 use of one gender includes the other genders;
1.2.6 any phrase introduced by the term “include”, ”including”, ”in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term; and
1.2.7 references to “writing” or “written” include facsimile and e-mail, but not text messages.
2.0 Basis of Contract
2.1 These Conditions shall apply to the sale by us of all Goods purchased by you and shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by you.
2.2 Each order for Goods shall be deemed to be an offer by you to purchase the Goods subject to these Conditions.
2.3 Consumers have certain statutory rights which are not affected by these Conditions. If you are a Consumer, contact your local Trading Standards office for more information.
2.4 The Contract will be made when we issue an Order Acknowledgement and not before.
3.0 Price
3.1 Our quotations lapse after 7 days (unless otherwise stated).
3.2 The price quoted excludes VAT and delivery (unless otherwise stated).
3.3 In the event that we discover an error in the price of the Goods ordered by you, we shall notify you as soon as possible and provide you with the option of either reconfirming your order at the correct price or cancelling your order. If we are unable to contact you within seven (7) days, your order shall be cancelled and if you have already made payment for the Goods this shall be refunded in full.
3.4 Where the price quoted does not include delivery the price for delivery will be stated separately.
3.5 Unless otherwise stated, the price quoted to Business Customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
3.6 At any time before delivery we may adjust the price quoted to Business Customers to reflect any increase in our costs of supplying the Goods.
4.0 Delivery
4.1 Unless we agree otherwise in writing, Goods shall be available for collection from our Local Trade Counters.
4.2 If we are responsible for delivery of the Goods we shall reasonably endeavour to deliver the Goods to the delivery address stipulated in your order or such other address as we may agree in writing.
4.3 All delivery times quoted are estimates only and although we shall reasonably endeavour to deliver the Goods within thirty (30) days of the date of your order, or on the date(s) which we may agree in writing from time to time (the “Anticipated Delivery Date”) time of delivery is not of the essence.
4.4 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the Contract however, other than as expressly provided elsewhere in these Conditions; you may only cancel your order under this Condition prior to dispatch of the Goods.
4.5 If you cancel the Contract under condition 11.2, you can have no further claim against us under the Contract.
4.6 If you accept delivery of the Goods after the Anticipated Delivery Date, it will be on the basis that you have no claim against us for a delay (including indirect or consequential loss, or increase in the price of the Goods).
4.7 We may deliver the Goods in instalments. Each instalment is treated as a separate Contract. Failure by you to pay for an instalment in accordance with this condition will entitle us without prejudice to our other rights and remedies to suspend further deliveries of goods under any other contract we have with you, pending payment by you.
4.8 We may decline to deliver if:
4.8.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.8.2 the delivery address (or the access to it) is unsuitable for the vehicle by which the Goods are transported.
4.9 In the event that you do not take delivery of the Goods on the Anticipated Delivery Date (otherwise than by reason of our fault) or in the event that you fail to give us adequate instructions for delivery, or provide all documents, licences or authorisations as may be required for delivery to take place then, without prejudice to any other right or remedy available to us whether under the Contract or otherwise:
4.9.1 the Goods shall be deemed to have been delivered and risk in the Goods shall pass to you;
4.9.2 we are entitled to store the Goods until actual delivery and we may charge you for all related costs and expenses (including without limitation storage and insurance);
4.9.3 we are entitled to sell the Goods at the best price readily obtainable and charge you for any shortfall below the price payable under the Contract and the price obtained in the sale; and
4.9.4 you shall be charged for the wasted costs of delivery and any other expenses incurred by us in respect of each attempted delivery where we or our carrier leaves the delivery point and subsequently returns to the delivery point with the Goods.
4.10 You must inspect the Goods on delivery. If any Goods are damaged or not delivered, or there is any shortfall of Goods delivered you must inform us in writing within seven (7) days of delivery or the Anticipated Delivery Date. We shall be entitled to make good any shortage or non-delivery of the Goods. You shall give us (and any carrier) a reasonable time to inspect any damaged Goods.
4.11 Upon delivery you shall sign our delivery note as conclusive evidence that delivery has been made. All persons present at the delivery address shall be deemed to have authority to sign our delivery note.
5.0 Payment Terms
5.1 The payment terms in this condition shall apply save to the extent that they are inconsistent with any specific payment terms agreed in writing between us.
5.2 Time for payment shall be of the essence.
5.3 You are to pay us in cash or in cleared funds on or prior to delivery unless you have an approved credit account. Payments made in any currency other than sterling will not, unless we otherwise agree in writing, be deemed payment for the Goods.
5.4 If you have an approved credit account, payment is due no later than thirty (30) days from the end of month of the date of our invoice, unless otherwise agreed in writing.
5.5 If you are a Business Customer and you fail to pay us in full on the due date for payment we reserve the right to:
5.5.1 suspend or cancel future deliveries;
5.5.2 cancel any discount offered to you;
5.5.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2013; calculated (on a daily basis) from the due date of our invoice until payment; compounded on the first day of each month; and before and after any judgment (unless a court orders otherwise); claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and recover (under condition 5.9) the cost of taking legal action to make you pay; and
5.5.4 if you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.
5.6 For Business Customers, if you do not pay for any order by the due date for payment, all invoices issued by us to you in respect of any goods sold or supplied to you shall immediately become due for payment.
5.7 You shall only set-off money you claim from us against money you owe us with our written agreement and on such terms as we may state.
5.8 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
5.9 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these Conditions.
6.0 Risk and Title
6.1 If you are a Consumer, your statutory rights are unaffected.
6.2 Risk of damage to or loss of the Goods shall pass to you:
6.2.1 when you or your representative collects the Goods from our Local Trade Counters; or
6.2.2 if we have agreed to deliver the Goods, at the time of delivery to the delivery address.
6.3 If you wrongfully fail to take delivery on the Anticipated Delivery Date, risk in the Goods shall pass to you at the time when we tendered delivery of the Goods.
6.4 Notwithstanding delivery and the passing of risk in the Goods, title in the Goods shall not pass to you until we have received payment in accordance with condition 5 and payment in cash or cleared funds for all sums payable by you to us for which payment is then due.
6.5 If you are a Business Customer, until such time as title in the Goods passes to you, you shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from your Goods or those belonging to third parties and properly stored, protected and insured and identified as our property. You may use the Goods and sell them in the ordinary course of your business unless:
6.5.1 we revoke our permission for you to use the Goods (in writing); or
6.5.2 you become Insolvent.
6.6 Until such time as title in the Goods passes to you, you must inform us in writing immediately if you become Insolvent.
6.7 Until such time as title in the Goods passes to you if the Goods are destroyed by an insured risk you shall receive the proceeds of any insurance policy as our trustee.
6.8 Until such time as title in the Goods passes to you, we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith to enter any premises where the Goods may be stored and mark and identify and repossess the Goods.
6.9 Despite our retention of title to the Goods, we have the right to take legal proceedings to recover the price of Goods supplied should you not pay us by the due date for payment.
7.0 Warranties and Liability
7.1 Subject to the conditions set out below we warrant that the Goods:
7.1.1 comply with the description contained in the Order Acknowledgement; and
7.1.2 are free from material defect at the time of delivery.
7.2 If you are a Business Customer, we give no other warranty and exclude to the fullest extent permitted by law all warranties, terms or conditions that would otherwise be implied by statute or common law. In particular we make no warranty as to the quality of the Goods or their fitness for any particular purpose even if that purpose is stated in your order.
7.3 If you are a consumer, the warranty in condition 7.1 is in addition to your statutory rights.
7.4 We shall not be liable for a breach of the warranty of condition 7.1, unless:
7.4.1 you inform us in writing, with full details of the material defect, as soon as possible after discovery of the defect and in any event within thirty (30) days of delivery; and
7.4.2 you give us a reasonable opportunity to examine the Goods and comply with any request from us to return the Goods to us at your expense for the examination to take place here. The reasonable cost of package and carriage of returned Goods incurred by you will be reimbursed by us if the Goods are found to be defective.
7.5 We shall not be liable for a breach of the warranty of condition 7.1 if:
7.5.1 you make any further use of the Goods after giving us notice under condition 7.4.1; or
7.5.2 the defect arises because you have failed to follow our, or the manufacturer’s instructions (whether oral or in writing) as to the proper use and maintenance of the Goods; or
7.5.3 you alter or repair the Goods without our consent.
7.6 If we decide that you have a valid claim under condition 7.1 we will (at our discretion) repair or replace the Goods or refund the price.
7.7 We are not liable for any loss of profits, loss of business, loss of goodwill, loss of anticipated savings, loss of use or any type of indirect, special or consequential loss or damage howsoever arising under the Contract.
7.8 Our total liability to you in respect of each incident or a series of connected incidents of physical damage to or loss of your tangible property to the extent that it is caused by our wilful default or negligence (or that of our employee’s, agents or contractors) is limited to five (5) million pounds.
7.9 For all other direct loss (whether in contract, tort or otherwise) our liability is limited in damages to the price of the Goods.
7.10 Nothing in these Conditions restricts or limits our liability for:
7.10.1 death or personal injury resulting from our negligence; or
7.10.2 fraudulent misrepresentation.
8.0 Limitations of Liability
8.1 Subject to 8.2 below, if you are a consumer we shall not be liable to you for any loss or damage in circumstances where:
8.1.1 there is no breach of a legal duty owed to you by us or by its employees or agents;
8.1.2 such loss or damage is not a reasonably foreseeable result of any such breach;
8.1.3 any increase in loss or damage resulting from breach by you of any term of this contract.
8.2 Nothing in these conditions excludes or limits the liability of us for death or personal injury caused by our negligence or fraudulent misrepresentation.
8.3 If you are a business customer we shall not be liable to you for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
8.3.1 loss of business; loss of data; loss of profits; loss of goodwill; loss of anticipated savings or loss of revenue even when advised of the possibility; or
8.3.2 any indirect or consequential losses, liabilities or costs.
8.4 If you are a business customer then the aggregate liability of us (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the goods in question.
9.0 Specification
9.1 If we prepare the Goods in accordance with your specifications or instructions you must ensure that:
9.1.1 the specifications or instructions are accurate;
9.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
9.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
9.2 We reserve the right to:
9.2.1 make any changes in the specifications of the Goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
9.2.2 make without notice any minor modifications in our specifications we consider necessary or desirable.
10.0 Personal Guarantee to be given by Business Customers
The signatory hereby warrants to us that he is duly authorised on behalf of the Business Customer to sign the order form and hereby confirms that if the Business Customer shall make any defaults whatsoever in the payment of the sums due to us under the terms hereof then the signatory will personally pay and make good to us all losses, damages and costs, including costs incurred in the enforcement of the debt and expenses sustained by us through the default of the Business Customer provided that notwithstanding any of our forbearance to enforce against the Business Customer in respect of the amounts due to us, the signatory shall not thereby be discharged from liability under this condition, nor shall such liability be in any way lessened or affected thereby.
11.0 Cancellation
11.1 You may not cancel your order unless we agree in writing.
11.2 If we agree in writing to allow you to cancel your order you must:
11.2.1 pay us for all stock (finished or unfinished) that we may hold (or to which we are committed) in respect of your order; and
11.2.2 return any Goods which have been delivered to you under the Contract to (business premises/registered office) without delay and in any event within seven (7) days of our written agreement to the cancellation.
11.3 We will accept the return of the Goods from you only:
11.3.1 by prior arrangement (confirming in writing);
11.3.2 on payment of an agreed handling charge (unless the Goods are subject to a valid warranty claim under condition 7.1); and
11.3.3 where the Goods are as fit for sale on their return as they were on delivery.
11.4 We may suspend or cancel the order, by written notice if:
11.4.1 you fail to pay us any money when due (under the Contract or otherwise);
11.4.2 you become Insolvent;
11.4.3 you fail to honour your obligations under these Conditions.
12.0 Waiver or Variation
12.1 Any waiver or variation of these Conditions is binding in honour only unless:
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these Conditions.
12.2 All orders that you place with us will be on these Conditions as amended from time to time in accordance with condition 12. By placing an order with us, you are expressly waiving any terms you may have to the extent that they are inconsistent with these Conditions.
13.0 Our Right To Vary These Conditions
13.1 We may revise these Conditions from time to time.
13.2 Every time you order Goods from us, the Conditions in force at that time will apply to the Contract between you and us.
14.0 Events Outside Our Control – Business Customers
14.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of Events Outside Our Control, we may cancel or suspend any of our obligations to you, without liability.
15.0 General
15.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter will be governed and construed in accordance with the law of England and Wales. The English and Welsh courts have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.
15.2 If you are more than one person, each of you has joint and several obligations under these Conditions.
15.3 You are not our agent. You have no authority to make any contract on our behalf or in our name and nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture.
15.4 If any of these Conditions are unenforceable as drafted:
15.4.1 it will not affect the enforceability of any other of these Conditions; and
15.4.2 if it would be enforceable if amended, it will be treated as so amended.
15.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of the Contract between us and you should not rely on them in entering into the Contract with us.
15.6 You may serve a notice under these Conditions by leaving it at or delivering it (by first class post or fax or email) to our registered office or principal place of business. We may serve a notice on you by delivering it (by first class post or fax or email) to the address you provided at the time of your order or any other address which you may confirm in writing.
15.7 All such notices under these Conditions must be signed and shall be deemed served:
15.7.1 if sent by first class post on the next day provided that this falls on a day between Monday and Friday (“Working Day”) where the recipient’s address is in Great Britain, or seven (7) Working Days following posting where the recipient’s address is outside of Great Britain; or
15.7.2 if delivered personally at the time of personal delivery, provided that this occurs on a Working Day; or
15.8 if sent by fax or email, it will be at the time of transmission provided that the transmission occurs on a Working Day and a confirmatory copy of the fax/email is sent by first class post within twenty-four (24) hours of transmission of the fax/email.
15.9 A person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
15.10 The only statements upon which you may rely in making the Contract with us, are those made in writing by someone who is our authorised representative and either:
15.10.1 contained in our estimate (or any covering letter) and not withdrawn before the Contract is made; or
15.10.2 which expressly state that you may rely on them when entering into the Contract.
15.11 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all and any of our rights or obligations under the Contract. You shall not, without our written consent, assign, transfer, sub-contract or deal in any manner with all or any part of your rights or obligations under the Contract.
15.12 If we fail or delay or compromise in exercising a right or remedy under the Contract, the right or remedy is not to be treated as having been waived, restricted or varied and agreement by us to refrain from exercising a right in one particular instance will not prevent us from exercising it in full in the future.
15.13 All rights and remedies available to either party under the terms of the Contract or under the general law are to be cumulative, and no exercise by either party of any such right or remedy is to restrict or prejudice the exercise of any other right or remedy granted by the Contract or otherwise available to that party.
If you have any queries regarding these Conditions, you can contact us by email at info@erfelectrical.co.uk or in writing to our registered office address as stated above.