Terms & Conditions

By placing an order ____ The Barcode Warehouse Ltd ___ are accepting these terms ___ conditions. Your existing statutory rights ___ not affected by these __________.

1. Definitions

1.1 The “seller” means The _______ Warehouse Limited.

1.2 The “buyer” means any ______ who accepts a quotation ___ goods by the seller __ whose order for goods __ accepted by the seller.

1.3 “goods” means any goods __ services which the seller __ to supply to the _____.

1.4 “conditions” means the terms ___ conditions set out herein ___ any special or additional __________ agreed in writing by ___ seller.

1.5 “writing” includes by mail, _________ transmission or email.


2. Conditions

2.1 These conditions apply to ___ contracts for sale of _____ by the seller to ___ buyer and shall be ______ to supersede and exclude ___ other terms and conditions _________ any which the buyer ___ seek to apply under ___ purchase order, confirmation of _____, or similar document.

2.2 No variation or addition __ these terms and conditions _____ be effective unless agreed __ writing by a duly __________ officer of the seller.

2.3 No employee or agent __ the seller is authorised __ make any representations concerning _____ on the seller’s behalf ______ such representations are confirmed __ writing by the seller ___ any representations made without ___ written confirmation of the ______ may not be relied ____ in connection with any ________.

2.4 Until despatch of goods __ the seller of goods __ the buyer or the _____’_ acceptance in writing of ___ quotation of the seller (_________ shall first occur) no ________ for the sale of _____ shall arise.

2.5 The seller shall be __ liberty to correct without ___ liability on the seller’s ____ and without prior notification ___ error or omission in ___ sales literature, price list, __________ of offer, quotation, invoice, __ other document issued by ___ seller.

2.6 The order shall only __ deemed to have been ________ at either the earlier __ the buyer accepting delivery __ the goods or when ___ seller issues a written __________ of the order at _____ point the contract shall ____ into existence.


3. Prices

3.1 The price for the _____ shall be that on ___ seller’s current price list ______ otherwise agreed in writing __ the seller.

3.2 All prices are exclusive __ VAT and charges for _______, packaging and carriage, all __ which shall be paid __ addition as agreed in _______.


4. Payment

4.1 The seller is prepared __ consider applications for credit ________ from corporate customers subject __ approved references.

4.2 Non-credit account buyers must ____ payment in full of ___ invoice before despatch of _____.

4.3 Payment may be made __ cash, cheque, credit or _____ card.

4.4 Buyers with credit accounts ____ make payment in full __ the terms of credit ______ which shall not be ____ than from the end __ the month following the ____ of invoice unless otherwise ______ in writing by the ______.


5. Interest on Overdue Invoices

5.1 If any invoice shall ______ overdue for payment interest _____ be payable at 2% ___ annum above Barclays Bank ___ base rate from time __ time from the date ___ payment became due under ___ invoice until the date __ payment. Such interest _____ accrue both before and _____ any Judgment.


6. Delivery

6.1 The seller will take ___ reasonable steps to keep __ any estimated delivery date ___ time shall not be __ the essence. The seller _____ not be liable for ___ losses consequential or otherwise _______ directly or indirectly out __ any failure to meet __ estimated delivery date. The ______ reserves the right to ____ delivery in advance of ___ quoted delivery date on ______ reasonable notice to the _____.

6.2 Unless otherwise agreed in _______ deliveries may take place __ the buyer’s premises or ____ premises as are designated __ the buyer up until 6.00 p.m. on the date __ delivery. In the event __ the buyer not accepting ________ on the delivery date ___ first attempt at delivery __ to be considered as ___ delivery date for the _______ of invoicing.

6.3 The seller shall make ________ of the goods to ___ buyer’s address and the _____ shall make arrangements to ____ delivery of the goods __ that address upon the ____ being tended for delivery.

6.4 The method of despatch __ all goods shall be __ the seller’s absolute discretion.


7. Ownership and Risk

7.1 Upon delivery of the _____ to the buyer or ____ the goods being retained __ the seller’s premises at ___ buyer’s request the risk __ the goods shall pass __ the buyer.

7.2 Title to the goods _____ remain vested in the ______ until the invoice for ___ goods has been paid __ full.

7.3 The buyer shall hold ___ goods as the seller’s _________ agent and bailee until ____ time as title to ___ goods passes to the _____ and shall keep the _____ properly stored and protected ___ insured and identified as ___ seller’s property.

7.4 The buyer shall not ______, deface or obscure any ____________ mark or packaging on __ relating to the goods ___ shall maintain the goods __ satisfactory conditions.

7.5 If before title to ___ goods passes to the _____, the buyer becomes subject __ any of the events ______ in clause 7.5.2, or ___ seller reasonably believes that ___ such event is about __ happen and notifies the _____ accordingly, then, provided that ___ goods have not been ______, or irrevocably incorporated into _______ product, and without limiting ___ other right or remedy ___ seller may have, the ______ may at any time _______ the buyer to deliver __ the goods and, if ___ buyer fails to do __ promptly, enter any premises __ the buyer or of ___ third party where the _____ are stored in order __ recover them.

7.5.1 If the buyer becomes _______ to any of the ______ listed in clause 7.5.2, __ the seller reasonably believes ____ the buyer is about __ become subject to any __ them and notifies the _____ accordingly, then, without limiting ___ other right or remedy _________ to the seller, the ______ may cancel or suspend ___ further deliveries under the ________ or under any other ________ between the buyer and ___ seller without incurring any _________ to the buyer, and ___ outstanding sums in respect __ goods delivered to the _____ shall become immediately due.

7.5.2. For the purposes of ______ 7.5.1, the relevant events ___:
(a) the buyer suspends, __ threatens to suspend, payment __ its debts, or is ______ to pay its debts __ they fall due or ______ inability to pay its _____, or (being a company) __ deemed unable to pay ___ debts within the meaning __ section 123 of the __________ Act 1986, or (being __ individual) is deemed either ______ to pay its debts __ as having no reasonable ________ of so doing, in ______ case, within the meaning __ section 268 of the __________ Act 1986, or (being _ partnership) has any partner __ whom any of the _________ apply;

(b) the buyer commences ____________ with all or any _____ of its creditors with _ view to rescheduling any __ its debts, or makes _ proposal for or enters ____ any compromise or arrangement ____ its creditors other than (_____ the buyer is a _______) where these events take _____ for the sole purpose __ a scheme for a _______ amalgamation of the buyer ____ one or more other _________ or the solvent reconstruction __ the buyer;

(c) (being a company) _ petition is filed, a ______ is given, a resolution __ passed, or an order __ made, for or in __________ with the winding up __ the buyer, other than ___ the sole purpose of _ scheme for a solvent ____________ of the buyer with ___ or more other companies __ the solvent reconstruction of ___ buyer;

(d) (being an individual) ___ buyer is the subject __ a bankruptcy petition or _____;&____;

(e) a creditor or ____________ of the buyer attaches __ takes possession of, or _ distress, execution, sequestration or _____ such process is levied __ enforced on or sued _______, the whole or any ____ of its assets and ____ attachment or process is ___ discharged within 14 days;

(f) (being a company) __ application is made to _____, or an order is ____, for the appointment of __ administrator or if a ______ of intention to appoint __ administrator is given or __ an administrator is appointed ____ the buyer

(g) (being a company) _ floating charge holder over ___ buyer's assets has become ________ to appoint or has _________ an administrative receiver;

(h) a person becomes ________ to appoint a receiver ____ the buyer's assets or _ receiver is appointed over ___ buyer's assets;

(i) any event occurs, __ proceeding is taken, with _______ to the buyer in ___ jurisdiction to which it __ subject that has an ______ equivalent or similar to ___ of the events mentioned __ clause 7.5.2(a) to clause 7.5.2(_) (inclusive);

(j) the buyer suspends, _________ to suspends, ceases or _________ to cease to carry __ all or substantially the _____ of its business;

(k) the buyer's financial ________ deteriorates to such an ______ that in the seller’s _______ the buyer’s capability to __________ fulfil its obligations under ___ contract has been placed __ jeopardy; and

(l) (being an individual) ___ buyer dies or, by ______ of illness or incapacity (_______ mental or physical), is _________ of managing his or ___ own affairs or becomes _ patient under any mental ______ legislation.

7.5.3 Termination of the contract, _______ arising, shall not affect ___ of the parties' rights ___ remedies that have accrued __ at termination. Clauses which _________ or by implication survive ___________ of the contract shall ________ in full force and ______.

7.6 Whilst the purchase price ___ any goods delivered to ___ buyer shall remain overdue ___ payment either wholly or __ part without prejudice to ___ of its other rights ___ seller may recover and/or ______ the goods or any __ them and may enter __ the buyer’s premises by ___ servants or agents to _______ the goods and shall __ entitled to recover from ___ buyer any costs incurred __ connection with such recovery.

7.7 Until payment for any _____ has been made in ____ the buyer shall not ______, charge by way of ________ or in any other ___ encumber the goods which ______ the property of the ______.


8. Warranties

8.1 The seller warrants to ___ buyer that the goods _________ will correspond with the ___________ given by the seller __ the buyer on delivery ___ such warranty is given _______ to the following conditions:-

8.1.1 The seller accepts no _________ for any defect arising __ errors or omissions in ___ drawing specification or design ________ by the buyer to ___ seller.

8.1.2 The seller will accept __ responsibility for any defect __ the goods arising from ______ damage, neglect, failure to ______ manufacturer’s instructions, failure to ______ the seller’s oral or _______ instructions as to the _______, maintenance or installation of _____ or the good practice _________ the usage of goods, ________ working conditions or abuse __ alteration or repair during ___ manufacturer’s warranty period without ___ seller’s written approval

8.1.3 The seller’s warranty shall ___ come into force unless ___ invoice for the goods ___ paid by the due ____.

8.1.4 The benefit of any ________ or guarantee given by ___ manufacturer of the goods ____ be passed to the _____ on delivery of the _____ to the buyer.

8.1.5 Save as provided in _____ conditions and save and ______ where the buyer is _______ as a consumer all __________, conditions or other terms _______ by statute, common law __ otherwise are excluded to ___ extent permitted by law.

8.1.6 Save in respect of _____ or personal injury caused __ the seller’s negligence the ______ shall not be responsible ___ any incompatibility of use ______ or held liable to ___ buyer by reason of ___ representation or any implied ________, condition or other term __ any duty of common ___ for any direct or ________ special or consequential loss __ damage expenses or other ______ for compensation whatsoever whether ______ by negligence of the ______, its employees or agents __ otherwise which arise out __ or in connection with ___ supply of goods or _____ use or resale by ___ buyer of whatsoever nature.

8.1.7 The buyer may purchase __ extended warranty from the ______ on terms to be ______ in writing by the ______

8.1.8 Any liability of the ______ in connection with claims ____ under the contract shall ___ exceed the price of ___ goods actually paid by ___ buyer unless otherwise specifically ______ in writing by the ______.

8.1.9 The seller shall not __ liable for any delay __ delivery of the goods ____ is caused by a _____ Majeure Event as defined __ clause 10 or the _____’_ failure to provide the ______ with adequate delivery instructions __ any other instructions relevant __ the supply of goods


9. Limitation on liability

9.1 The seller shall under __ circumstances whatever be liable __ the buyer, whether in ________, tort (including negligence), breach __ statutory duty, or otherwise, ___ any loss of profit, __ any indirect or consequential ____ arising under or in __________ with the contract; and ___ seller’s total liability to ___ buyer in respect of ___ other losses arising under __ in connection with the ________, whether in contract, tort (_________ negligence), breach of statutory ____, or otherwise, shall in __ circumstances exceed the amount ________ paid for the goods __ the buyer.

9.2 Nothing in these conditions _____ limit or exclude the ______'_ liability for:
(a) death or personal ______ caused by its negligence, __ the negligence of its _________, agents or subcontractors (as __________);

(b) fraud or fraudulent _________________;&____;

(c) breach of the _____ implied by section 12 __ the Sale of Goods ___ 1979;

(d) defective products under ___ Consumer Protection Act 1987; __&____;

(e) any matter in _______ of which it would __ unlawful for the seller __ exclude or restrict


10. Force Majeure

The seller shall not __ liable to the buyer __ held to be in ______ of the contract by ______ of any delay in __________ or failure to perform ___ of the seller’s obligations __ respect of the goods __ such delay or failure ___ caused by a Force _______ Event A Force Majeure _____ means any event beyond _ party's reasonable control, which __ its nature could not ____ been foreseen, or, if __ could have been foreseen, ___ unavoidable, including without limitation _______, lock-outs or other industrial ________ (whether involving its own _________ or a third party's), _______ of energy sources or _________ network, acts of God, ___, terrorism, riot, civil commotion, ____________ by civil or military ___________, national or international calamity, _____ conflict, malicious damage, breakdown __ plant or machinery, nuclear, ________ or biological contamination, sonic ____, explosions, collapse of building __________, fires, floods, storms, earthquakes, ____ at sea, epidemics or _______ events, natural disasters or _______ adverse weather conditions, or _______ of suppliers or subcontractors.


11. Cancellation of Contract/Return of _____/___________ of Defective Goods

11.1 No contract may be _________ once it is accepted __ the seller and no _____ may be returned save __ the absolute discretion of ___ seller.

11.2.1 In the event that ___ seller agrees to accept ___ return of non-defective goods ____ return will be on ___ following conditions:-

11.2.2 The buyer must obtain _ goods return number from ___ seller which number must _______ be displayed on each ______ to be returned. The _____ must be returned in ___ manufacturer’s original packaging in ________ condition complete with any ___________, manual and other documentation. &____;________ packages must have the ________ seal in tact. If _____ conditions are not complied ____ returned goods will be ________.

11.2.3 If in the _______ of the seller damage ___ been caused to the _____ during transport from the _____ to the seller the _____ will remain liable for ___ full cost of the _____ or at the discretion __ the seller cost of _________ any damage.

11.2.4 If the seller _______ the return of goods (_____ than on the grounds __ defect) the seller reserves ___ right to make a ________ and restocking charge of 25%.

11.3 Any alleged defect in ___ goods must be notified __ the seller within seven ____ of the date of ________. In the event that ________ is not refused and ___ buyer fails to notify ___ seller within the time ______ no rejection of the _____ will be accepted and ___ full purchase price shall __ payable by the buyer.

11.4 In the event that ___ valid claim is notified __ the seller based on ___ goods delivered under the ________ being defective the seller _____ at their discretion be ________ to replace the goods ____ of charge or refund ___ buyer the price of ___ goods actually paid by ___ buyer and the seller _____ have no further liability __ the buyer.

11.5 The buyer shall retain ___ goods in respect of _____ allegation of defect is ____ together with the original ____________’_ packaging for a reasonable ____ to enable the seller __ its agent to inspect ___ goods or to arrange ___ the goods to be _________ from the buyer if ___ seller would so require.

11.6 Unless otherwise agreed in _______ by the seller no ______ for return goods will __ given in the case __ goods returned other than __ reason of defect.

11.7 Goods ordered by customers _____ than those included in ___ seller’s sales catalogue will ___ be accepted for return ____ where specifically agreed in _______ by the seller.


12. Notices

12.1 Any notice required to __ given by the buyer __ the seller shall be __ writing addressed to the ______ at his registered office __ principle place of business ___ shall be delivered personally __ sent by first class ___-____ recorded delivery mail.


13. Entire agreement

13.1 The contract constitutes the ______ agreement between the parties. ___ buyer acknowledges that it ___ not relied on any _________, promise or representation made __ given by or on ______ of the seller which __ not set out in _____ terms and conditions.


14 Severance

14.1 If any court or _________ authority finds that any _________ of these terms and __________ (or part of any _________) is invalid, illegal or _____________, that provision or part-provision _____, to the extent required, __ deemed to be deleted, ___ the validity and enforceability __ the other provisions of ___ terms and conditions shall ___ be affected.

14.2 If any invalid, unenforceable __ illegal provision of the _____ and conditions would be _____, enforceable and legal if ____ part of it were _______, the provision shall apply ____ the minimum modification necessary __ make it legal, valid ___ enforceable.


15. Waiver

15.1 A waiver of any _____ or remedy under the _____ and conditions is only _________ if given in writing ___ shall not be deemed _ waiver of any subsequent ______ or default.

15.2 No failure or delay __ a party to exercise ___ right or remedy provided _____ the terms and conditions __ by law shall constitute _ waiver of that or ___ other right or remedy, ___ shall it preclude or ________ the further exercise of ____ or any other right __ remedy. No single or _______ exercise of such right __ remedy shall preclude or ________ the further exercise of ____ or any other right __ remedy.


16. Third party rights

16.1 A person who is ___ a party to these _____ and conditions shall not ____ any rights under or __ connection with them.


17. Variation

17.1 Except as set out __ these conditions, any variation __ the contract, including the ____________ of any additional terms ___ conditions, shall only be _______ when agreed in writing ___ signed by an authorised _________ of the seller.


18. Governing law and jurisdiction

18.1 The contract, these conditions ___ any dispute or claim _______ out of or in __________ with it or its _______ matter or formation (including ___-___________ disputes or claims), shall __ governed by, and construed __ accordance with, English law, ___ the parties irrevocably submit __ the exclusive jurisdiction of ___ courts of England and _____.