Important: The Buyer’s attention is particularly drawn to the provisions of Condition 9 (Quality and Liability). 

1. Interpretation 

• Buyer: the person, firm or company purchasing Goods from the Company. 

• Company: Easy Empty Bag. 

• Contract: any agreement between the Company and the Buyer for the sale and purchase of Goods, incorporating these Conditions. 

• Delivery Point: the place where Goods are to be delivered under Condition 4. 

• Goods: any goods agreed in the Contract to be supplied by the Company (including part or parts of them). 

References to laws include amendments and re-enactments. Words in the singular include the plural and vice versa. References to one gender include all genders. Headings do not affect interpretation. 

2. Application of Terms 

• These Conditions apply to all sales by the Company and override any Buyer terms. 

• No variation is valid unless agreed in writing and signed by an authorised representative of the Company. 

• Each order or acceptance of a quotation is deemed to be an offer to purchase under these Conditions. 

• A Contract is only formed when the Company issues written confirmation or delivers the Goods. 

• Quotations are valid for 30 days unless withdrawn earlier. 

3. Description 

• The quantity and description of Goods will be set out in the Company’s quotation or acknowledgement of order. 

• Samples, drawings, advertising and descriptive material are for guidance only and do not form part of the Contract. 

• Specifications may be varied without notice. 

4. Delivery 

• Unless otherwise agreed, delivery takes place at the Buyer’s home or business premises. 

• Buyer must accept delivery within 7 days of notification. 

• Delivery dates are estimates only. The Company is not liable for losses caused by delay, nor does delay entitle cancellation unless exceeding 180 days. 

• Failure by the Buyer to accept delivery transfers risk, deems delivery complete, and incurs storage/insurance costs. 

• After 30 days of failed acceptance, the Company may resell the Goods and recover costs. 

• Buyer must provide adequate unloading facilities for bulk orders. 

• Deliveries may be made in instalments, each forming a separate Contract. 

5. Non-Delivery 

• The Company’s dispatch records are conclusive unless the Buyer proves otherwise. 

• Claims for non-delivery must be made within 7 days of expected receipt. 

• Company liability is limited to replacement or credit. 

6. Risk and Title 

• Risk passes to the Buyer upon delivery. 

• Ownership remains with the Company until full payment is received. 

• Until ownership passes, Buyer must: 

• Hold Goods as bailee. 

• Store separately and clearly marked. 

• Maintain condition and insure at full value. 

• Buyer may resell Goods in the ordinary course of business but does so as principal. 

• Rights to possession terminate immediately if Buyer becomes insolvent or breaches obligations. 

• Company may recover Goods at any time before title passes. 

7. Price 

• Prices are as per the Company’s current price list at delivery date, unless agreed otherwise. 

• Prices exclude VAT, packaging, carriage and insurance, payable by the Buyer. 

8. Payment 

• Payment due in GBP on the last working day of the month following delivery. 

• Time for payment is of the essence. 

• Cleared funds are required for payment to be valid. 

• All payments become due immediately on termination of the Contract. 

• No deductions or set-offs permitted unless ordered by a court. 

• Late payments accrue interest at 5% above NatWest base rate, plus statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998. 

9. Quality and Liability 

• The Company is not the manufacturer. All implied warranties are excluded to the fullest extent permitted by law, except title under the Sale of Goods Act 1979. 

• The Company will pass on manufacturer warranties where available. 

• Liability is excluded for: 

• Indirect or consequential losses (profit, business, goodwill). 

• Compensation claims beyond the Contract value. 

• Liability is not excluded for death, personal injury, fraud, or statutory consumer rights. 

10. Assignment 

• The Company may assign the Contract without notice. 

• The Buyer may not assign without the Company’s written consent. 

11. Force Majeure 

• The Company may delay or cancel performance due to events beyond reasonable control (e.g. strikes, fire, flood, terrorism, government action). 

• If such event continues beyond 60 days, Buyer may terminate by notice. 

12. General 

• Rights and remedies are cumulative and not exclusive. 

• Invalid provisions are severable; remainder continues in force. 

• Delay or waiver does not prevent enforcement of rights. 

• The Contract does not confer third-party rights under the Contracts (Rights of Third Parties) Act 1999. 

• Governing law: England & Wales. Exclusive jurisdiction: English courts. 

13. Communications 

• Notices must be in writing and delivered by hand, post, fax or email. 

• To the Company: [Insert Easy Empty Bag address and contact details]. 

• To the Buyer: as per Contract documents or notified address. 

• Notices deemed received: 

• By post: 4 working days after posting. 

• By hand: same day. 

• By fax/email: if before 4pm on a working day, then same day; otherwise next working day.