Terms & Conditions of Sale and Purchase
1 Definitions and Forming the Contract
- “Company" Inturn Trading Limited (registered in England and Wales with company number 05042900) (and the terms “we”, “our” and “us” shall be construed accordingly).
- “Customer” The person firm or company who purchases goods from the Company (and the terms “you” and “your” shall be construed accordingly).
- “Supplier” The person firm or company from whom the Company purchases goods (and the terms “you” and “your” shall be construed accordingly).
- “Data” All user-inputted data, for example but not limited to SMS, MMS, photos, videos, emails and music stored or contained in mobile phones, BER handsets, PCBs or memory cards or on any related form of media.
1.1 By accepting these terms and conditions you are entering into a legally binding contract for goods purchased from us and/or supplied to us.
1.2 These conditions shall be to the exclusion of any other terms and conditions and written agreements that you seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
1.3 Our purchase order constitutes an offer by the Company to purchase the goods in accordance with these conditions (and subject to clause 3.1) and the offer shall be deemed to be accepted upon your doing any act consistent with fulfilling the order.
1.4 Your order constitutes an offer by the Customer to purchase the goods in accordance with these conditions and shall only be deemed accepted upon our doing any act consistent with fulfilling the order.
2 Sales – applicable to Customers
2.1 We require payment in full prior to any despatch of goods. Acceptable payment methods are telegraphic transfer, BACS and cash into the Company’s bank account. We do not accept Western Union, letters of credit or cheques.
2.2 We may accept payment by UK credit card but will only despatch to the registered billing address of that card and additional credit checks may be required before we will accept payment. Identification checks and our prior approval will be required if the value of any payment exceeds £8,000.
2.3 It is the Customer’s responsibility to pay all bank fees on any transaction.
2.4 When an order is accepted we will issue a pro-forma invoice to you. If this invoice remains unpaid after 5 days from but excluding the date of issue we reserve the right to offer the relevant stock for resale without notification to you and shall for the avoidance of doubt not be obliged to sell the goods to you and the remainder of these conditions shall be construed accordingly.
2.5 Subject to clause 2.8 (delivery), we provide a 14 day warranty (beginning from when the goods leave Company property) that the goods conform to their description and are of satisfactory quality on all new items. Returns and claims will not be accepted outside this time period.
2.6 All items which are not new are supplied without warranty and no claims based on quality will be accepted after such stock has left the company’s property. Items which are not new are sold “as seen”.
Removal of Data
2.7 We do not have the equipment to check and/or format BER handsets and PCBs and as such we cannot guarantee that such parts have been properly formatted and no warranty is given in this regard. It is therefore your responsibility to ensure such devices are not resold or otherwise transferred by you or on your behalf without being checked and/or formatted. Any mobile phones, BER handsets, PCB and memory cards which contain Data that is unable to be removed must not be resold as a complete unit or in any way that will enable Data to be read by a third party. All memory devices must be destroyed responsibly. We will not accept any liability or responsibility for any losses, costs or other expenses whatsoever arising directly or indirectly from Data left on mobile phones, BER handsets, PCBs or memory cards sold in this transaction.
2.8 Where the Company ships goods outside the UK, the Customer bears the full cost and risk in transporting the goods. The Company will not be held responsible for any loss or damage to stock after it has left Company property and this includes transporting the items to a third party’s warehouse for inspection. We therefore suggest that appropriate insurance is obtained by the Customer regarding loss or damage in transit.
2.9 Where the Company ships goods within the UK goods are only covered by the standard insurance offered by our couriers. It is the Customer’s responsibility to arrange additional cover if required. The standard insurance is currently: Pallet Line/Foulger: £1,000 per tonne; Palletways: £1,300 per tonne; City Link: £10 per 1kg
2.10 We shall under no circumstances whatsoever be liable to you whether in contract, tort, breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this contract. Our total liability to you in respect of all other losses shall in no circumstances exceed the price of the goods supplied.
2.11 Nothing in these conditions limits our liability for personal injury or death caused by our negligence, fraud or fraudulent misrepresentation.
3 Purchases – applicable to Suppliers
3.1 Any offers to purchase goods made to a Supplier are valid for 5 working days excluding the date of issue and may be revoked if not actioned within that timescale.
3.2 We will only make payment upon receiving a pro-forma invoice and/or invoice with relevant tax information from you.
3.3 We will only make payments in the form of telegraphic transfer, BACS or (with written additional agreement) credit card or cheque.
3.4 Unless agreed in writing all bank charges will be split 50/50 between the Supplier and the Company
3.5 The Supplier shall ensure that all goods are properly packed and secured so as to reach us in good condition and each delivery shall be accompanied by a delivery note with details of the purchase order and goods.
3.6 The Supplier shall ensure that all goods are delivered within 10 days of our making payment to our premises or such other location as set out in the purchase order during normal business hours.
3.7 Goods shall not be delivered in instalments unless specifically agreed in writing and we reserve our right to reject and return (at the Supplier’s risk and expense) any deliveries made by instalments.
3.8 Title and risk in the goods will pass to us upon delivery.
Quality – the Supplier’s Warranty
3.9 The Supplier shall ensure that the goods correspond with their description and any applicable specification as set out in our purchase order and that they are of satisfactory quality and fit for purpose and, where applicable, are free from defects and comply with all applicable statutory and regulatory requirements. All stocks are purchased as original manufactured unless specified by the supplier.
3.10 If following an inspection of the goods we consider that they do not confirm or are unlikely to comply with your undertakings above, we shall inform you and you shall immediately take such remedial action as is necessary to ensure compliance with clause 3.5.
3.11 If goods are not delivered in accordance with clauses 3.5 to 3.9 above then in addition to any other remedies we may have, we may also:
- terminate this contract
- reject the goods in whole or in part and return them at your risk/expense
- require you to replace or repair rejected goods
- refuse to take any subsequent delivery of goods
- recover from you any costs incurred in obtaining substitute goods from a third party
Removal of Data – the Supplier’s Warranty
3.12 It is the Supplier’s responsibility to ensure all PCBs and BER handsets are properly formatted before supply as the Company does not have the equipment to do so. All purchases of BER handsets and PCBs are made on the understanding that all parts have been properly formatted and that there is no retrievable Data thereon and by making the supply to the Company the Supplier warrants that this is the case.
3.13 The Company will not accept any liability or responsibility for any losses, costs or other expenses whatsoever arising directly or indirectly from data left on BER handsets or PCBs and the Supplier agrees to indemnify the Company against any losses arising directly or indirectly from a breach of the above warranty including (but without limitation) any liability from the Company’s customers or for any breaches of the Data Protection Act 1998 or similar legislation as applies from time to time. The provisions of this clause 3 shall also apply to memory cards unless it has been explicitly agreed in writing that the Company shall be responsible for the formatting of data on the cards.
3.14 It is the Supplier’s sole responsibility to ensure that its processes are working within the WEEE Directive at all times (http://www.environment-agency.gov.uk) and that its property and processes are licensed and/or have the necessary exemptions to handle the relevant material.
4.1 Partnerships and joint ventures Nothing in the contract is intended to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other.
4.2 Force Majeure Neither party shall be liable for any delay, defect or deficiency hereunder to the extent that such delay, defect or deficiency is caused by an event of force majeure which affects performance by hindering, delaying or making considerably more difficult the fulfilment of commitments of the party. “Force majeure” shall mean labour disputes or any circumstance beyond the control of the party such as acts of God, disruption of transport, obstruction by ice, accidents, breakdowns of machinery, or delay in delivery by any third party which is caused by force majeure.
4.3 Variation These Terms and Conditions may not be varied unless agreed in writing.
4.4 Jurisdiction These Terms and Conditions and any contract made under them shall be governed and construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.