- Address: Unit 4, 141 Cheetham Hill Rd, Cheetham Hill, Manchester M8 8LY
These Terms and Conditions (“Terms”) govern the sale of goods by WHITESHAWS SURPLUS SUPPLIES LTD (the “Seller”) to business customers (each a “Buyer”). By placing an order, the Buyer confirms that it is acting in a business capacity and not as a consumer. Consumer legislation, including the Consumer Rights Act 2015, does not apply.
These Terms, and any contract arising under them, are governed by and construed in accordance with the laws of England and Wales. The Buyer and the Seller irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
An order constitutes an offer by the Buyer to purchase goods from the Seller in accordance with these Terms. No contract arises until the Seller issues a written order confirmation. Catalogues, quotations and marketing materials are invitations to treat only and do not constitute offers. The Seller reserves the right to supply goods of equivalent quality if the specified goods are unavailable.
4.1 Prices are exclusive of value‑added tax (VAT), customs duties and other taxes unless otherwise stated. Unless otherwise agreed in writing, payment in full is due prior to dispatch of the goods. Payment shall be made in the currency invoiced and must originate from an account in the Buyer’s name. Payments made by a third party may be subject to regulatory verification and shall not be deemed received until the Seller’s bank has cleared the funds.
4.2 The Buyer is responsible for all bank charges, currency conversion fees and any additional costs arising from regulatory or compliance checks. The Seller may charge interest on overdue payments at a rate of 8 % per annum above the Bank of England base rate and recover reasonable costs of debt recovery. The Seller may suspend deliveries on any order while amounts due remain unpaid.
4.3 Pro forma invoices – Unless expressly agreed otherwise in writing by the Seller, all invoices shall be issued on a pro forma basis and shall be payable in full before the Seller commences production, processing or dispatch of any goods. No contractual obligation arises until payment is received in cleared funds.
5.1 Delivery and risk – Delivery terms are as specified in the order confirmation using Incoterms® 2020 (for example, EXW Manchester, FCA or FOB). Risk in the goods passes to the Buyer in accordance with the chosen Incoterm. Where goods are made available for collection by the Buyer at the Seller’s premises and the Buyer fails to collect within five (5) business days of notification, risk and responsibility for loss or damage shall pass to the Buyer on the sixth day, even if physical delivery has not taken place.
5.2 Timing – Subject to clause 5.4 below, delivery dates are estimates only. Time of delivery is not of the essence of the contract. The Seller shall not be liable for any delay in delivery that does not arise from its negligence or wilful misconduct. The Seller will endeavour to notify the Buyer of any material delay. The Buyer must provide written collection instructions (including the identity of any collection agent) within five (5) business days of being informed that the goods are ready; failure to do so will entitle the Seller to store the goods under clause 11.2 and the Buyer shall bear all associated risks and costs.
5.3 Inspection and acceptance – The Buyer shall inspect the goods immediately on delivery or collection and shall notify the Seller in writing of any shortages, damage or defects within three (3) business days of delivery or collection. If no such notification is received, the goods shall be deemed accepted.
5.4 Partial deliveries and extended delivery period –
(a) The Seller may, in its discretion, deliver the goods in one or more part‑shipments. Each shipment constitutes a separate contract and the Buyer shall pay for each shipment in accordance with clause 4. A delay in or defect of one shipment does not entitle the Buyer to cancel any other shipment or the contract as a whole, and the Buyer shall not refuse to take delivery of a remaining shipment because of any alleged breach relating to another.
(b) If, due to unforeseen circumstances beyond the Seller’s reasonable control (other than a force‑majeure event), the Seller is unable to deliver all of the goods on the estimated delivery date, the Seller may deliver any available goods and will use reasonable endeavours to deliver the remaining goods within sixty (60) days of the original estimated delivery date. Delivery dates remain estimates and time of delivery is not of the essence; accordingly, such delay or partial delivery does not constitute a breach of contract or entitle the Buyer to terminate or claim damages.
(c) Where the Seller is still unable to deliver the remaining goods after sixty (60) days, the Seller may, at its option, cancel the undelivered portion of the order and issue a credit note or refund for the price of the undelivered goods. This shall be the Buyer’s sole remedy for non‑delivery of the remaining goods.
5.5 Buyer cooperation – The Buyer shall nominate in writing a person or carrier authorised to collect the goods and shall ensure that such person or carrier has the requisite licences and authority. The Buyer must provide all required documents, licences and import approvals prior to shipment. Any delay by the Buyer or its agent in providing this information shall not delay the transfer of risk under clause 5.1. The Seller shall not be liable for any loss resulting from the Buyer’s failure to cooperate with delivery or collection.
6.1 Warranty – The Seller warrants that the goods will conform in all material respects to their specification and be of satisfactory quality at the time of delivery. The Seller gives no other warranties, express or implied, and the Buyer acknowledges that it has not relied on any representations or statements concerning the goods other than those set out in these Terms.
6.2 Notice of breach – The Buyer shall notify the Seller in writing of any breach of the warranty set out above within thirty (30) days of delivery. Failure to do so will constitute acceptance of the goods.
6.3 Remedies – Subject to clause 6.2, the Seller’s sole obligation for defective goods shall, at the Seller’s option, be to repair or replace the goods or issue a credit note against the purchase price. Refunds will only be given where required by law following a material breach by the Seller or pursuant to clause 5.4(c).
6.4 Returns – Goods may not be returned without the Seller’s prior written consent. Returned goods must be unused and in their original packaging. The Buyer is responsible for the cost of returning goods unless the Seller confirms that the goods are defective.
7.1 Non‑excludable liabilities – Nothing in these Terms excludes or limits the Seller’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
7.2 Liability cap – Subject to clause 7.1, the Seller’s total liability arising under or in connection with each contract shall not exceed the price paid for the goods.
7.3 Excluded losses – Subject to clause 7.1, the Seller shall not be liable to the Buyer for any loss of profit, loss of business, loss of goodwill or any indirect or consequential loss arising under or in connection with the contract, whether arising in contract, tort (including negligence) or otherwise.
7.4 Sole remedies – The Buyer’s sole remedies for breach of any implied terms as to quality, fitness for purpose or correspondence with description are as set out in clause 6.
7.5 Risk and third parties – Once risk has passed to the Buyer in accordance with clause 5, the Seller shall not be liable for any loss of or damage to the goods, including loss or theft during storage or transit by third‑party carriers or agents. The Seller shall not be liable for any acts or omissions of carriers, freight forwarders or other third parties engaged by the Buyer.
The Seller shall not be liable for any failure or delay in performing its obligations under the contract to the extent that such failure or delay is caused by events, circumstances or causes beyond its reasonable control. Such events include, without limitation, natural disasters, epidemics, war or armed conflict, acts of terrorism, strikes or labour disputes, government orders or restrictions, supply‑chain disruption (including loss or theft of goods while in transit or storage after risk has passed to the Buyer), regulatory or banking compliance delays (including anti‑money‑laundering checks and sanctions screening) and other events of a similar nature. Where such an event occurs, the Seller’s obligations are suspended for the duration of the event. The Seller will notify the Buyer of the occurrence of a force‑majeure event and the anticipated impact on performance.
9.1 Funds and laws – The Buyer warrants that all funds used to purchase goods from the Seller are derived from legitimate sources and will be transmitted from an account held in the Buyer’s name. The Buyer will comply with all applicable laws, regulations and sanctions, including export controls, anti‑money‑laundering, anti‑bribery and anti‑corruption laws. The Buyer shall provide any information reasonably requested by the Seller to verify the origin of funds and to satisfy compliance requirements.
9.2 Licences and duties – The Buyer is responsible for obtaining all necessary licences and permits for the import and use of the goods, for customs clearance, and for payment of any import duties and taxes.
10.1 Right to suspend – The Seller reserves the right to withhold or delay performance of any contract, including the release, dispatch or delivery of goods, where the Seller reasonably determines that further verification is required to comply with banking, anti‑money‑laundering, sanctions or other regulatory obligations. Such suspension or delay shall not constitute a breach of contract.
10.2 Buyer cooperation – The Buyer acknowledges that the Seller may request additional information from the Buyer or any party making payment in order to comply with regulatory requirements. The Buyer agrees to cooperate promptly with any such request.
10.3 Duration and cancellation – The Seller will notify the Buyer of any suspension and provide an estimate of the time required to complete the necessary checks. If the suspension is not resolved within thirty (30) business days of the Seller’s notification (or such longer period as required by law), the Seller may, at its option, cancel the order and return any monies received (less reasonable administrative or banking charges). The Buyer shall not be entitled to any other remedy or compensation arising from such suspension or cancellation.
10.4 No cancellation or refund during suspension – Except as set out in clause 10.3, where performance is suspended or delayed pursuant to this clause, the Buyer shall not be entitled to cancel the order or claim any refund or damages arising from the suspension or delay. Performance shall resume promptly following satisfactory completion of the required compliance checks.
11.1 No cancellation after payment – Orders may not be cancelled by the Buyer after the Seller has received payment without the Seller’s prior written consent. Any agreed cancellation may be subject to handling or administrative charges in the Seller’s discretion. Notwithstanding the foregoing, the Seller may cancel the undelivered portion of an order in accordance with clause 5.4(c) or clause 10.3.
11.2 Storage and delay charges – Where the Buyer fails to arrange collection of the goods or accept delivery within a reasonable time after notification that the goods are ready for collection or delivery, the Seller may store the goods at the Buyer’s risk and expense. The Seller reserves the right to charge reasonable storage and handling fees until the goods are collected or delivered. If the goods remain uncollected for more than sixty (60) days, the Seller may dispose of or resell the goods without further notice. Any proceeds of resale may be used to offset amounts owed by the Buyer; the Buyer shall remain liable for any shortfall.
11.3 No Buyer’s Return – No Cancellation or Refund
11.3.1 Binding nature of orders. The Purchaser acknowledges and agrees that each order placed with and accepted by the Company constitutes a firm, irrevocable commitment to purchase the goods or services specified therein. Upon acceptance of the order by the Company, no cancellation or return shall be permitted under any circumstances except as expressly provided in these Conditions or as required by law.
11.3.2 No refunds; sole discretion. The Company is under no obligation to refund any monies paid by the Purchaser for non faulty goods or services. Any refund, credit or exchange for non faulty goods shall be made only at the Company’s sole and absolute discretion, and only if evidenced by a written agreement signed by an authorised representative of the Company. The Purchaser waives any right to assert buyer’s remorse as a basis for cancellation or refund.
11.3.3 Damages and indemnity. If the Purchaser attempts to cancel an accepted order or return goods in breach of this clause, the Purchaser shall be liable to the Company for all losses, costs and damages incurred by the Company, including (without limitation) administrative costs, storage charges, diminution in value, and any third party expenses. The Purchaser shall indemnify and hold the Company harmless from and against any and all claims, demands, proceedings or losses arising from such unauthorised cancellation or return.
11.3.4 Risk and title. Risk in the goods shall pass to the Purchaser upon delivery in accordance with these Conditions. Goods that are the subject of an attempted cancellation or return remain at the Purchaser’s risk; the Company shall have no duty to insure or store such goods and may, at its option, dispose of or resell them. The Company’s retention of title rights and any security interests remain in full force until the Purchaser has paid all sums due and complied with this clause.
11.3.5 Non waiver. Any decision by the Company to accept a return or issue a refund in one instance shall not constitute a waiver of this clause or create any course of dealing. The Company’s rights under this clause are cumulative and in addition to any other rights or remedies available at law or in equity
12.1 Entire agreement – These Terms constitute the entire agreement between the Seller and the Buyer with respect to the sale and purchase of the goods and supersede all prior agreements, understandings and representations. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller that is not set out in these Terms.
12.2 Variations – No variation of these Terms shall be binding unless it is in writing and signed by an authorised representative of the Seller.
12.3 Severability – If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.
12.4 Assignment – The Buyer may not assign, transfer or subcontract any of its rights or obligations under these Terms without the Seller’s prior written consent. The Seller may assign, transfer or subcontract any of its rights or obligations without the Buyer’s consent.
12.5 Notices – Any notice or other communication given to a party under or in connection with these Terms shall be in writing, addressed to the party at its registered office or principal place of business, and shall be delivered personally, sent by pre‑paid first‑class post or other next‑working‑day delivery service, or by email to a designated contact.
We are a multifaceted company specializing in green energy solutions, wholesale of computers, computer peripheral equipment, electronics, and telecommunications.
Our commitment to excellence and sustainability drives us to deliver cutting-edge products, reliable solutions, and trusted services to a diverse range of clients across industries.
