Terms & Conditions of Purchase

Terms & Conditions
of purchase

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Terms & Conditions of Sale

TVS Supply Chain Solutions Limited

B2B Terms and Conditions of Sale

These terms and conditions (these Terms) are the terms on which TVS Supply Chain Solutions Limited (company number 02748952) (Company) sells Goods via this EPC Platform to businesses, firms, companies, organisations and sole traders. If you are an individual purchasing Goods for your personal use, please note your purchase will be subject to different terms and conditions of sale. Please contact the Company for further information.
These Terms supersede all other terms and conditions previously used by the Company in connection with the sale of Goods to the Customer, and apply to the exclusion of any terms and conditions which the Customer purports to apply under any other document or which are implied by trade, custom, practice or course of dealing.
The Company may amend these Terms from time to time by posting a revised version on this EPC Platform. The Customer should refer to this page of the EPC Platform before placing an Order to ensure it understands the Terms in force at that time which will apply to the Order.

1. Defined terms

In these Terms, the following words have the following meanings:

Binding Order: an Order which is accepted by the Company in accordance with clause 2.2.

Contract: the contract between the Company and the Customer for the sale and purchase of the Ordered Goods, which incorporates these Terms and the Binding Order.

Customer: the business, firm, company, organisation or other entity or sole trader who places an Order for the Goods.

Delivery: completion of delivery of the Ordered Goods in accordance with clause 5.2, and Delivered shall be construed accordingly.

EPC Platform: the Company’s online ordering platform for the Goods known as the Electronic Parts Catalogue.

Force Majeure Event: an event beyond the Company’s reasonable control, including but not limited to: flood, earthquake, storm or other adverse weather conditions or natural disaster; war, threat of or preparation for war or armed conflict; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination; compliance with applicable laws; any change in law or other action taken by a government or public authority or compliance with any such law or action; epidemic or pandemic; fire or explosion; collapse of building structures, failure of plant, machinery, computers or vehicles; any labour dispute, including but not limited to strikes, industrial action and lockouts (whether involving the workforce of the Company or not); non-performance by suppliers or subcontractors; the interruption or failure of a transport network or utility service.

Goods: the dispense equipment parts or other goods advertised for sale by the Company on the EPC Platform.

Insolvency Event: means, in respect of a party, that: (a) it suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the UK Insolvency Act 1986 or section 268 of the UK Insolvency Act 1986 (as applicable); (b) it is the subject of a bankruptcy petition, application or order; (c) it enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; (d) it compulsorily or voluntarily enters into liquidation (except for the purposes of a bona fide reconstruction or amalgamation); (e) it obtains or takes steps to obtain a moratorium within the meaning of section 1 of the Corporate Insolvency and Governance Act 2020; (f) an administrator, receiver, liquidator or manager is appointed over the whole, or a substantial part of, its undertaking or assets; (g) it ceases or threatens to suspend or cease carrying on all or a substantial part of its business; (h) a resolution is made or a notice is filed in connection with its winding up or dissolution; (i) any steps or action are taken in preparation for any of the aforementioned events; or (j) any event occurs or proceeding is taken with respect to it in any jurisdiction to which it is subject that has an affect equivalent or similar to any of the aforementioned events.

Order: an order for Goods submitted by the Customer via the EPC Platform.

Ordered Goods: the Goods set out in the Binding Order.

2. Orders

Each Order submitted by the Customer constitutes an offer by the Customer to purchase the Goods set out in the Order in accordance with these Terms. The Customer is responsible for checking and ensuring each Order is complete and accurate. The Company’s order process on the EPC Platform allows the Customer to check and amend any errors before it submits the Order.
Each Order shall only be deemed to be accepted by the Company once the Company has confirmed the Order by email to the email address provided by the Customer when it placed the Order (Order Confirmation), at which point the Contract shall be formed. The Company reserves the right to reject any Order (in whole or in part) for whatever reason.
If the Company is unable to satisfy a Binding Order (in whole or in part) for any reason, it will notify the Customer in writing as soon as practicable, and the Company may, in its sole discretion, either remove the affected Ordered Goods from the Binding Order and the price payable by the Customer shall be amended accordingly, or cancel the Binding Order. If the Customer has already paid for the affected Ordered Goods, the Company will issue a refund to the Customer for the full amount paid (including any delivery costs). Except as set out in this clause 3, the Company shall have no liability to the Customer in respect of any amendment or cancellation of a Binding Order.
Any photographs, illustrations, statements, descriptions, specifications and advertising of the Goods provided by the Company on the EPC Platform are provided solely for the purpose of giving an approximate idea of the Goods. Save as expressly set out in these Terms, such literature shall not form part of the Contract nor have any contractual force.
Any quotation or other document addressed to the Customer by the Company is not an offer to supply Goods and shall not form part of the Contract.

3. Price

The price payable for the Ordered Goods will be as set out on the EPC Platform as at the time of the Order.
The Company may, by giving notice to the Customer at any time prior to Delivery, increase the price of the Ordered Goods to reflect any increase in the cost of the Ordered Goods that is due to:
- any factor beyond the Company’s control (including, but not limited to, increases in the cost of purchasing inventory, materials and labour, foreign exchange fluctuations and increases in taxes and duties); or
- any request by the Customer to change any delivery date agreed between the parties, or the quantity or type of the Ordered Goods; or
- the Customer’s failure to provide adequate, timely or accurate information or instructions.
The company offers free delivery on most orders but reserves the right to charge delivery costs in exceptional circumstances.
The price of the Ordered Goods excludes VAT which the Customer shall additionally be liable to pay to the Company at the then prevailing rate.
The Company takes all reasonable care to ensure that the prices of the Ordered Goods on the EPC Platform are correct at the time at which the Customer places the Order. However, it is possible that some of the Ordered Goods may be incorrectly priced. If the Company discovers an error in the price of the Ordered Goods, the Company will notify the Customer in writing of this error and give the Customer the option of continuing to purchase the Ordered Goods at the correct price (and, if applicable, receive a refund of the difference between the correct price and the amount paid by the Customer) or cancelling the Binding Order. If the Company is unable to contact the Customer or does not receive the Customer’s instructions within seven days, the Company will treat the Binding Order as cancelled and notify the Customer in writing. If the Customer chooses to cancel the Binding Order or the Company cancels the Binding Order in accordance with this clause, the Company will issue a refund to the Customer of the amount paid by the Customer.
If the Company mistakenly accepts and processes the Binding Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Company may cancel the supply of the Ordered Goods and the Contract, and issue a refund to the Customer of any sums it has paid.

4. Payment

Subject to clauses 2 and 4.3, the Company will take payment for the Ordered Goods from the payment card confirmed by the Customer when the Customer places the Order.
Where the Customer and the Company have agreed credit terms in writing, the Company will issue an invoice for the Ordered Goods on or at any time after dispatch of the Ordered Goods, and the Customer shall pay such invoice within 30 days of the date of the invoice in accordance with the agreed credit terms. If the Customer fails to make payment at any time in accordance with this clause, the Company may, without prejudice to any other rights or remedies it may have:
- withdraw such credit terms; and/or
- suspend delivery of any undelivered Ordered Goods until payment of the overdue amount is received in full by the Company; and/or
- charge the Customer interest on a daily basis in respect of the overdue amount at the rate of 4% per annum above the base lending rate from time to time of the Bank of England, from the due date and continuing until payment of the overdue amount is received in full by the Company, whether before or after judgment; and/or
- recover from the Customer any fees incurred by the Company (including debt recovery agency fees, legal fees and court costs) in recovering the overdue amount.
The Company may, in its sole discretion, require payment in advance of dispatch of the Ordered Goods. In such circumstances the Company will issue a pro-forma invoice which the Customer shall pay promptly. The Company reserves the right to withhold delivery of the Ordered Goods, without liability to the Customer, until it has received payment in full for the Ordered Goods.
Where the Company has agreed to issue a refund to the Customer in accordance with these Terms, the Company shall, unless otherwise agreed by the Company in writing, credit the relevant amount to the payment card used by the Customer when the Customer placed the Order or to the bank account from which the Customer made payment of the relevant Ordered Goods (as applicable).

5. Delivery

The Company shall deliver the Ordered Goods to the delivery location set out in the Binding Order. The Company shall be entitled to make deliveries in instalments.
Delivery of the Ordered Goods shall be complete after the Ordered Goods have been unloaded at the delivery location set out in the Binding Order.
Any delivery dates provided by the Company are approximate only and time for delivery is not of the essence. The Customer shall not be entitled to reject any delivery as a result of any delay in delivering the Ordered Goods.
Subject to clause 5.5, if the Company fails to deliver the Ordered Goods, the Customer’s sole remedy shall be a refund of any sums paid in advance for the non-delivered Ordered Goods.
The Company shall have no liability to the Customer for any failure or delay in delivery of the Ordered Goods that is caused by the Customer’s failure to provide the Company with adequate delivery instructions.
If the Customer fails to accept delivery of the Ordered Goods on a delivery date notified by the Company to the Customer:
- the Customer will pay to the Company all transit, storage and waiting time costs and any other loss, damage and expenses incurred by the Company arising from such failure;
- delivery of the Ordered Goods will be deemed to have completed at 9am on such delivery date; and
- if the Ordered Goods have not actually been delivered within seven days of such date, the Company shall have the right to re-sell or otherwise dispose of the Ordered Goods.
The Company is unable to deliver Goods to any address outside the UK.

6. Returns

The Customer may, within seven days of receipt of the Ordered Goods, request to return any Ordered Goods to the Company for any reason (Return Request). All Return Requests must be submitted to the Company’s Customer Service Team either:
- by telephone on 0808 196 3922; or
- by email to [email protected].
The Company may (in its sole discretion) choose to accept or reject any Return Request. If the Company accepts a Return Request, the Company will notify the Customer in writing and the Customer shall return the rejected Ordered Goods to the Company to the address provided by the Company and comply with any other instructions provided by the Company (including in relation to packaging and delivery methods). On receipt of the rejected Ordered Goods by the Company, the Company will issue a refund for the price of such Ordered Goods (Refund Amount). The Company may deduct from the Refund Amount any amount that the Company considers necessary to reflect:
- any reduction in the value of the rejected Ordered Goods if this has been caused by the Customer’s handling them in any way; and
- the administration costs incurred by the Company in processing the Return Request.

7. Title & Risk

Risk in the Ordered Goods shall pass to the Customer upon Delivery.
Notwithstanding Delivery, title to the Ordered Goods shall not pass to the Customer until the earlier of:
- receipt of full payment, in cleared funds, for the Ordered Goods, in which case title shall pass at the time of payment;
- use or sale of the Ordered Goods by the Customer, in which case title shall pass at the time specified in clause 7.4; or
- the date notified to the Customer by the Company in writing.
Until title to the Ordered Goods passes to the Customer, the Customer shall: (a) store the Ordered Goods separately and mark or identify the Ordered Goods as belonging to the Company; (b) not encumber, charge or grant security over the Ordered Goods; (c) notify the Company immediately if the Customer becomes subject to an Insolvency Event; (d) ensure that the Ordered Goods are stored appropriately and kept in a good condition; (e) insure the Ordered Goods for an amount equal to at least their list price; (f) provide such information relating to the Ordered Goods as the Company may require from time to time; (g) at the Company’s request, deliver up all Ordered Goods in the Customer’s possession; and (h) permit the Company, and grant the Company an irrevocable licence, to enter any premises where the Ordered Goods are stored (at any time and without notice) to inspect and/or repossess the Ordered Goods.
Subject to clause 5, the Customer may use or sell the Ordered Goods in the ordinary course of its business before title passes, however, if the Customer does so: (a) the Customer shall act as principal and not as the Company’s agent; and (b) title to the relevant Ordered Goods shall pass to the Customer immediately before the relevant use or sale.
If before title passes to the Customer, the Customer becomes subject to an Insolvency Event, without limiting any other right or remedy, the Customer’s right to use or sell the Ordered Goods in the ordinary course of business ceases immediately and the Company may at any time: (a) require the Customer to deliver up all Ordered Goods in its possession; and (b) enter any premises where the Ordered Goods are stored and recover them.

8. Warranty

The Company warrants that on Delivery, the Ordered Goods shall be free from material defects in design, material and workmanship and be of satisfactory quality (within the meaning of the Sales of Goods Act 1979).
If the Customer considers that some or all of the Ordered Goods delivered by the Company do not comply with the warranty set out in clause 1 (Non-Compliant Goods), the Customer shall:
- within seven days of receipt of the Non-Compliant Goods, notify the Company in writing, providing details of the relevant Binding Order and a description of the Non-Compliant Goods and the relevant defect(s); and
- if requested by the Company and at the Customer’s cost, return the Non-Compliant Goods to the Company within the timeframe specified by the Company and/or send images of the Non-Compliant Goods to the Company; and
- provide the Company with a reasonable opportunity to examine the Non-Compliant Goods.
Following inspection of the Non-Compliant Goods, the Company shall notify the Customer if it agrees (in its sole discretion) that the Non-Compliant Goods do not comply with the warranty set out in clause 1. If the Company does so agree, the Company shall, at its option, replace the Non-Compliant Goods (at the Company’s cost) or issue a refund to the Customer of the price of the Non-Compliant Goods, and the Company shall reimburse the delivery costs incurred by the Customer in accordance with clause 8.2(b).
The Company shall not be liable for non-compliance with the warranty set out in clause 1 if:
- the Customer has not complied with clause 2;
- the Customer makes any further use of the Non-Compliant Goods after giving notice to the Company in accordance with clause 2(a);
- the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage or use of the Non-Compliant Goods or (if there are none) good trade practice regarding the same;
- the Customer altered or repaired the Non-Compliant Goods without the Company’s written consent; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
The remedy set out in clause 8.3 shall be the Customer’s sole and exclusive remedy and the Company shall have no further liability to the Customer for any defect in the quality of the Ordered Goods.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.
These Terms shall apply to any replacement Goods supplied by the Company.

9. Liability

Nothing in these Terms shall limit or exclude the Company’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.
Subject to clause 1, in respect of each Contract:
- the Company shall not be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any: (a) loss of profits; (b) loss of anticipated savings; (c) loss of opportunity; (d) loss of goodwill; (e) loss of corruption of data; or (f) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses howsoever arising under or in connection with the supply of the Ordered Goods and/or the Contract; and
- the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the supply of the Ordered Goods and/or the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall in no circumstances exceed the price paid for the Ordered Goods.

10. Termination

Without limiting any other right or remedy to which the Company is entitled, the Company may suspend the supply or delivery of the Ordered Goods to the Customer, or terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of being notified in writing to do so;
- the Customer fails to pay any amount due under the Contract on the due date for payment; or
- the Customer suffers an Insolvency Event.
Except as expressly provided in these Terms, the Customer shall have no right to cancel a Binding Order or otherwise terminate the Contract.
Upon termination of the Contract (howsoever caused), the Customer shall immediately pay all sums due and payable by the Customer under the Contract as at the date of termination.
Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at the date of termination, including the right to claim damages in respect of any breach of these Terms that existed at or before the date of termination. Upon termination of the Contract, any provision of the Contract that expressly or by implication is intended to survive termination shall continue in full force and effect.

11. Events outside our Control

The Company shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure is due to a Force Majeure Event. If the Company is affected by a Force Majeure Event, the Company shall notify the Customer in writing as soon as reasonably practicable and the Company’s obligations under the Contract will be suspended and the time for performance of such obligations will be extended for the duration of the Force Majeure Event.

12. Notices

References to “writing” in these Terms include email.
Any notice given by a party (the First Party) under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to the other party’s registered office address (or such other address provided to the First Party for the purpose of this clause), or shall be delivered by email to the email address provided to the First Party for the purpose of this clause. For the avoidance of doubt, the Company may send notices to the Customer under or in connection with the Contract using the contact details provided by the Customer at the time it placed the Order.
Notices shall be deemed to have been delivered: (a) at the time of delivery where delivered by hand; (b) at 9:00am on the second working day after the date of posting where sent by pre-paid first-class post or other next working day delivery service; or (c) at 9:00am on the next working day after transmission where sent by email (providing no delivery failure notification is received by the sender).
This clause does not apply to the service of any proceedings or other documents in any legal action.

13. General

Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements and understandings between them, whether written or oral, relating to its subject matter. Subject to clause 9.1, the Customer acknowledges it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
In the event of any conflict between a provision of these Terms and a provision set out in the Binding Order, the provision in these Terms shall take precedence.
The Company may at any time, without the consent of the Customer, assign, transfer, subcontract or otherwise deal in any manner with all or any of its rights or obligations under the Contract. The Customer shall not assign, transfer, subcontract or otherwise deal in any manner with any or all of its rights and obligations under the Contract without the prior written consent of the Company.
No variation to the terms of the Contract shall be effective unless agreed in writing by the Company.
No failure or delay to exercise (or to exercise in full) any right or remedy shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification shall not affect the validity and enforceability of the rest of the Contract.
Third party rights. A person who is not a party to the Contract shall have no rights under it.

14. Governing law and jurisdiction

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with English law.
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation.