We , IC2 Distribution Ltd (Company Number 12073676) registered in England and Wales with our registered office address at Unit 7 Angerstein Business Park, Horn Lane, Greenwich, London SE10 0RT and out email address is service@ic2distribution.com. You are our customer.
1.1. If we send you a quotation then that quotation does not bind us to sell you the goods,
and does not bind you to buy the goods. We may withdraw the quotation at any time
without notice. All quotations lapse after 28 days. If you wish to buy goods you should send
us an official purchase order.
1.2. Your order is an invitation to treat from a contract law perspective, meaning a
willingness to be offered the goods.
1.3. Our acknowledgement of order is an offer to sell only the goods identified in the
acknowledgement of order at those prices on these terms. As it is based on your order, it
will be treated as accepted and the contract made unless we receive your written rejection
or cancellation within two working days.
1.4. All goods sold by us are sold on these terms and those on the acknowledgement of
order and only our directors are able to vary them and then only in writing. No other terms
(other than those on our acknowledgement) whether put forward by you or implied by
statute shall apply.
2.1. Contracts can be varied or cancelled only with our consent (which will be shown only by
the issue of a revised acknowledgement of order).
2.2. If we agree to cancel or vary a contract after we have bought or manufactured goods for
the contract, we may charge a cancellation fee to compensate us for our costs incurred
and/or the expenses of disposal of the goods.
2.3. If we are dependent on a supplier who fails to supply a necessary component of the
goods, we will tell you and (if we are able to) we will offer you an alternative. If we cannot
offer you an alternative, or if we do not get your written approval to the alternative offer
within seven days, (this timescale can be extended by agreement between both parties)
then the contract will be void (but only for those goods).
3.1. The price, unless otherwise stated, Will be as per your IC2 Distribution Quotation and
will detail all costs including where applicable delivery, labour, etc.
3.2. If we suffer a material increase in costs, we may increase the price; if so, we shall tell
you as soon as possible.
3.3. We sell a large number of goods. It is always possible that, despite our reasonable
efforts, some of the goods that we sell may be incorrectly priced. If we discover an error in
the price of the goods you have ordered, 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 your order. We will not process your order until we have your instructions. If we
are unable to contact you using the contact details you provided during the order process,
we will treat the order as cancelled and notify you in writing. If we mistakenly accept
and process your order where a pricing error is obvious and unmistakeable and could
reasonably have been recognised by you as a mispricing, we may cancel supply of the goods
and refund you any sums you have paid.
4.1. Unless otherwise stated in your account application form, payment for the
goods will be subject to a 50% upfront payment and the balance will be due 30 days from
the despatch of the goods from our warehouse.
4.2. We may charge interest on any late payments at 4% a year above the Bank of England’s
base rate from time to time, but at 4% a year for any period when that base rate is below
0%. Interest accrues daily and runs before and after judgement. If you pay late, you must
also pay (in full) interest under this clause 4.2 and any legal expenses incurred by us.
4.3. You may not withhold payment for any reason, including any dispute, claim or any set
off.
4.4. We may apply any payment to any invoice and ignore contrary instructions given by you.
4.5. We may (at any time) suspend manufacture or delivery of the goods unless you have
paid You acknowledge that batteries should be kept in a cool – but not cold – and dry place,
away from heat sources and out of direct sunlight, and in accordance with any specific
instructions of the manufacturer. When kept unused in optimal conditions, a battery should
be fully functional for at least 12 months from the date of purchase, unless the
manufacturer’s documentation provides otherwise.
You acknowledge that any failure to follow the correct usage and recharging procedures, as
specified by the product manufacturer, may result in damage to a rechargeable battery or a
reduction in the lifespan of a rechargeable battery. In addition, you acknowledge that
rechargeable batteries are designed for use over a specified number of charging cycles. In
general, the lifespan of a rechargeable battery will be affected by the actual number of
charging cycles, the type of load/current/device attached, whether the batteries are fully
discharged before being recharged, and the quality of the charging device used.
the deposit requested.
5.1. Delivery shall be ex works unless otherwise stated on our acknowledgement of order. If
delivery is required, a delivery charge shall be added to your quotation for the order. .
5.2. The delivery date is an estimate only (not of the essence of the contract) and you may
not seek to reduce the price or make a claim against us if the goods are delivered after the
delivery date. If we do not deliver on the delivery date, we shall use our best efforts to
deliver within a reasonable time afterwards.
5.3. We may deliver in stages and invoice you separately for each stage. Each stage will be
treated as a separate contract.
5.4. If the total quantity of goods delivered varies by 10% or less from the quantity stated in
the acknowledgement of order, you shall not be entitled to reject the goods by reason of the
surplus or shortfall and shall pay for such goods at the agreed contract rate.
5.5. If you ask us to delay delivery, we will do so if we can, but may charge you for the
relevant storage costs (these costs may vary from time to time) until delivery can be made.
5.6. Where (i) your goods are in our possession, or (ii) you have ordered goods from us and it
is your duty to collect the goods from us, notify us of a delivery destination and/or pay us
prior to delivery; we may (after giving you 7 days’ notice in writing that you have failed to do
so):
5.6.1. charge a reasonable weekly storage fee until you either collect the goods or notify us
of a delivery destination;
5.6.2. treat you as having repudiated the contract; or
5.6.3. make a cancellation charge.
5.7. If we treat you as having repudiated the contract then we have the right to sell the
goods as your agent at such price as we see fit. We will credit the proceeds of sale against
the price of the goods (and any other money that you owe us).
5.8. If you order goods for delivery outside of the UK, your order may be subject to import
duties and taxes which are applied when the delivery reaches that destination. Please note
that we have no control over these charges and we cannot predict their amount and in any
case you will be solely responsible for payment of any such import duties and taxes. Please
contact your local customs office for further information before placing your order. You must
also ensure that you comply with all applicable laws and regulations of the country for which
the goods are destined. We will not be liable or responsible if you break any such law or for
any other non-compliance by you.
6.1. The goods are at your risk from when you receive them.
7.1. You must inspect the goods as soon as you receive them.
7.2. If you cannot examine the goods, the delivery note must be marked “not examined”.
7.3. We are not liable for shortages or defects that should have been seen by you on a
careful inspection and which you do not tell us about (in writing) within 2 days following
delivery.
7.4. We are not liable for any other defects unless we receive a written notification within 7
days of delivery.
7.5. If we are told about defects and shortages within the time limits in 7.3 and 7.4, we will
supply replacements or adjust the price but otherwise you may not make any claim or
reduce the price.
8.1. For so long as any amounts remain owing in respect of the goods or any other amounts
whatsoever remain owing or which may become due to us from you on any account, then
title to and property in any of the goods shall remain with us and the goods shall be held by
you on behalf of us in a fiduciary capacity (but shall not commit us to any liability under
contract).
8.2. You give us the right of access to all premises under your control to deliver, inspect and
remove the goods. That right may not be revoked until you have paid all that you may owe
us.
8.3. You may sell such goods to a third party in the ordinary course of your business (but not
otherwise), provided that any such sale shall be made as agent for us. Notwithstanding that
delivery has taken place, the parts shall remain the sole and absolute property of us as legal
and equitable owner until such time as you have paid us the price together will all interest,
costs and expenses which may have accrued.
8.4. Both the third party purchaser and you acknowledge that you/they are in possession of
the goods solely as bailee for the us until such time as all the foregoing sums have been paid
to us.
8.5. Your right to possession of the goods ceases if you do anything or fail to do anything
which would entitle a receiver to take possession of any assets or which would entitle any
person to present a petition for winding up. We may for the purposes of recovery of our
goods enter upon any premises where the goods are stored or where it is reasonably
thought they may be stored or possessed.
8.6. If our goods are fixed or integrated with your property, the property thereof shall
become and/or shall be deemed to be the sole and exclusive property of us. If the goods are
fixed or integrated with the property of any other person, then the property thereof shall
become or deemed to be owned in common with other such persons.
9.1. We confirm that we have the right to sell the goods to you.
9.2. Any goods manufactured by us will conform in all material respects with any sample, but
we may improve their composition or specification without notice to you. We are not
responsible for the specifications of any third-party products that are sold by us.
9.3. The goods will be as described in the acknowledgement of order (but the delivery date
is not part of that description).
9.4. Where we have serviced or overhauled your goods they will be governed by these terms
in the same way, so far as possible, as goods we sell to you. In particular you must use the
goods in accordance with clause 12 of these terms.
9.5. All goods supplied come with 2-year back to base warranty. These warranties form part
of these terms for those classes of goods only. We are under no liability under the warranty
(or any other warranty, condition or guarantee) until the total price for the goods has been
paid. After these 2 years, extended warranties may be offered at an annual cost.
9.6. Any warranty claim must be made to us. We will advise you of the correct warranty
procedure for the goods in question.
9.7. Subject as expressly provided in these terms, all warranties, conditions, representations
or other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
9.8. Save as otherwise expressly provided in these terms, the following provisions set out
our entire liability (including any liability for the acts and omissions of our employees, agents
and sub-contractors) whether in contract, misrepresentation (other than fraudulent
misrepresentation) or tort, including negligence or otherwise howsoever arising.
9.9. Subject to clause 9.10, our total aggregate liability, however caused, in respect of all
claims arising under or in connection with the relevant contract shall be limited to the price
of the goods or the services provided under that contract in respect of which the claim
arises.
9.10. Nothing in these terms limits or excludes our liability to the extent such exclusion or
limitation is prohibited by applicable law and, in particular, we do not limit or exclude our
liability:
9.10.1. for a breach of the terms implied by section 12 of the Sale of Goods Act 1979 and
breach of section 2 of the Consumer Protection Act 1987;
9.10.2. for death or personal injury from our negligence; or
9.10.3. for fraud or fraudulent misrepresentation.
9.11. In respect of the goods, we hold insurance cover for product liability not exceeding
£10,000,000.
9.12. Subject to clause 9.10, we shall not be liable for any (i) loss of use, costs of removal,
damage caused by removal, costs of transportation, costs of installation of repaired or
replacement goods and making good any damage caused by removal, increased costs,
expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or (ii)
any type of financial, special, indirect or consequential use including loss or damage suffered
by you as a result of a claim made by a third party) even if such loss was reasonably
foreseeable or we had been advised of the possibility of you incurring the same.
9.13. Subject to clause 9.10, we shall not be liable for any claim arising from your failure to
use goods supplied in accordance with any written instructions supplied.
9.14. You shall indemnify us in respect of any cost, loss or liability arising in connection with
any claim made by any person in connection with the misuse of goods or services provided
by us.
9.15. Your statutory rights under any applicable consumer laws are not affected by these
terms where you are a consumer and the goods are sold under a consumer transaction.
9.16. Our promotional materials give general information only and are not binding unless
they are specifically referred to in the acknowledgement of order form; the goods may vary
from any description in them.
9.17 Batteries – Acknowledgements and Warranties
You acknowledge that all battery products (including rechargeable batteries) have a finite
lifespan and will degrade over time. If a manufacturer has specified that a product has a
particular maximum lifespan, then the actual lifespan of the product may be shorter, in
particular if you do not follow our guidance and the manufacturer’s guidance on storing and
using the products
You acknowledge that batteries should be kept in a cool – but not cold – and dry place, away
from heat sources and out of direct sunlight, and in accordance with any specific instructions
of the manufacturer. When kept unused in optimal conditions, a battery should be fully
functional for 24 months from the date of purchase, unless the manufacturer’s
documentation provides otherwise. This is the warranty period offered by IC2 Distribution.
You acknowledge that any failure to follow the correct usage and recharging procedures, as
specified by the product manufacturer, may result in damage to a rechargeable battery or a
reduction in the lifespan of a rechargeable battery. In addition, you acknowledge that
rechargeable batteries are designed for use over a specified number of charging cycles. In
general, the lifespan of a rechargeable battery will be affected by the actual number of
charging cycles, the type of load/current/device attached, whether the batteries are fully
discharged before being recharged, and the quality of the charging device used.
10.1. You will indemnify us in full against claims or loss arising out of any negligence,
carelessness or breach of any of these terms by you, your employees or agents.
11.1. We are not liable for delays caused by matters outside our reasonable control, such as:
an act of God, war or national emergency, acts of terrorism, riots and civil disturbances, fire
or explosions, trade disputes, British or foreign government action or regulations, delay by
suppliers, accidents, pandemic, epidemic, shortage of materials, labour or manufacturing
facilities or others.
12.1. Installation and operating manuals are available for all of our products. You must
ensure that (after the goods have been delivered to you) every person who handles them or
has possession of them has full instructions for their safe use, handling and installation.
12.2. You must use, store, handle and install the goods safely and in accordance with our
instructions.
12.3. You may not modify or alter the goods or any markings on them in any way without
first receiving our written permission.
12.4. You must ensure that the goods are appropriate for all purposes for which you want
them. They are supplied only on the basis that you have done so and are not relying on any
statement we may have made.
12.5. You must not use the goods other than for their intended purpose. We do not accept
any liability for the goods if they are not used for their intended purpose.
13.1. You will be treated as having repudiated the contract if you:
13.1.1. become insolvent; or
13.1.2. commit a serious breach or one which is not remedied within 7 days of being asked
to do so.
13.2. You may be treated as having repudiated the contract if you:
13.2.1. do not make a payment when due; or
13.2.2. fail to accept delivery or give delivery instructions.
13.3. If you repudiate the contract:
13.3.1. all invoices sent to you must be paid immediately;
13.3.2. the price of all goods not invoiced but delivered by us or manufactured or ordered
for sale to you must be paid immediately; and
13.3.3. we will be released from all future obligations under all contracts.
13.4. You may be treated as insolvent if:
13.4.1. you are a company which has a petition for winding up or administration presented
against it, or passes a resolution for winding up;
13.4.2. a receiver of any of your assets is appointed;
13.4.3. you convene a meeting of your creditors;
13.4.4. you (or any of your partners) become bankrupt;
13.4.5. you are unable to pay your debts (defined in ss.123 or 286 Insolvency Act 1986);
13.4.6. one of your creditors tries to serve on you a document purporting to be
a statutory demand (under ss 123(1)(a), 222(1)(a) or 268(1)(a) Insolvency Act 1986);
13.4.7. a judgement entered against you (by any creditor) remains unsatisfied after 7 days;
or
13.4.8. anything similar happens in a foreign jurisdiction.
14.1. Each party to the contract, shall at its own expense, ensure that it complies with the
requirements of all legislation and regulatory requirements in force from time to time
relating to the use of personal data and the privacy of electronic communications, including,
to the extent applicable (i) the UK GDPR (ii) the Data Protection Act 2018 and any successor
legislation, as well as (iii) the EU GDPR including by virtue of the European Union
(Withdrawal) Act 2018 as modified by applicable domestic law from time to time.
15.1. Written notices may be sent by post to the address IC2 Distribution, Unit 7 Angerstein
Business Park, Horn Lane, Greenwich, LONDON SE10 0RT or by email to
service@ic2distribution.com on the acknowledgement of order. If posted by first class they
may be treated as received on the second working day after posting. If sent by email they
may be treated as received at the time of transmission, or, if this time falls outside our
normal business hours in the place of receipt, when our normal business hours resume.
15.2. You may not transfer your rights under any contract without our prior written consent.
15.3. If we do not exercise all of our rights under any contract, that will not constitute a
waiver of any of our rights unless confirmed in writing by us.
15.4. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including noncontractual disputes or claims)
arising out of or in connection with this contract or its subject matter or formation.
15.5. These terms, this contract, and any dispute or claim (including noncontractual disputes
or claims) arising out of or in connection with them or their subject matter or formation,
shall be governed by and construed in accordance with the laws of England and Wales and
the parties agree to the exclusive jurisdiction of the English courts.
15.6 .Every reference to the goods is a reference to each of the goods.
15.7. If any provision of these terms is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these terms and the
remainder of the provision in question shall not be affected.
15.8. These terms and our acknowledgement of order constitute the entire agreement
between us and replace and supersede any other agreements, understandings,
representations or statements.
15.9. Our rights under these terms are cumulative.
15.10. This contract does not give rise to any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of the contract.
15.11. No variation of this contract shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).
15.12. In performing your obligations under this contract, you shall ensure that you comply
with all applicable laws, statutes and regulations in force from time to time.
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