1. Definitions
The following expressions shall have the meaningsrespectively setforth against them: -
“the Company“: EZ Way Wholesale Limited “Conditions”: the terms and conditions set out in this document. "Contract”: the contract between the Company and the Customer for the sale and purchase of Products in accordance with these Conditions.
“the Customer”: the person or firm who purchases Products from the Company.
“Order”: the Customer’s order for the Products, as delivered to the Company.
“Price List”: the amounts published in the Company’s list of prices from time to time in force less any discounts agreed by the Company: “Product”: all and any part of the products supplied by the Company including without limitation samples and any artwork packaging and any other accompanying material supplied by the Company hereunder.

2. Orders
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence. No order shall be made on a sale or return basis.
2.3 The Customer has no right to cancel an Order. If the Customer requests the Company to exercise its discretion to agree to cancel an Order and the Company agrees, then the Customer shall pay a cancellation fee of £25 plus VAT .
2.4 The Customer shall not alter Product or dismantle Product for sale by means of separate components. The Company shall not be liable in respect of any minor variations or discrepancies in appearance and descriptions given in relation to Product or its availability.
2.5 Initial minimum order will total £2000.
2.6 All orders are accepted on condition that Products are not to be sold outside of the European Union unless expressly authorized in writing by the Company.

3. Delivery
3.1 Delivery of the Products shall take place when the Products are delivered to the Company’s nominated carrier with instructions to deliver the Products to the location set out in the Order.
3.2 The price of the Products is exclusive of the costs and charges of packaging, insurance (where requested by the Customer) and transport of the Products, which shall be invoiced to the Customer. Free delivery within the UK mainland, to one delivery point shall accompany each order of Product worth £2000 or more. Orders below £2000 will incur a freight charge of £10 per order.
3.3 Times for delivery or collection quoted by the Company shall be estimates only, and time of delivery is not of the essence. The Company shall not be liable in respect of any delays which occur in the course of transit.
3.4 The Customer shall not be entitled to reject the Products if the Company delivers up to and including 5% more or less than the quantity of Products ordered.
3.5 The Company may deliver the Products by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4. Payment
4.1 All Product shall be supplied at the rates published in the Price
List at the time of the Company’s dispatch of the Order subject to the provisions set out below.
4.2 Terms of credit are available on application, subject to receipt of agreeable credit references. In the absence of any signed agreement all invoices shall be payable within 10 days of presentation. The existence of any query by the Customer in relation to any such invoice shall not affect the due date for the payment of the balance.
4.3 The Price List shall include the then current price rates from time to time fixed by the Company with regard to prevailing market conditions. The Company reserves the right to adjust the Price List and to charge the Customer any increase in prices in consequence of any rise in third party costs and/or other changes in market conditions. The Company shall notify the Customer as soon as practical of any such increases.
4.4 The Company reserves the right to charge interest on late payments due from the Customer at the rate of five percent (5%) over base rate charged by The Company’s bank from the date that any such payment falls due until the date of full settlement including accrued interest. The Customer shall be liable for all charges incurred by The Company in recovering outstanding payments due from the Customer.
4.5 All charges listed in the Price List are exclusive of Value Added Tax.

5. Risk/Title
5.1 Risk in Product shall pass to the Customer immediately upon delivery. The Company accepts no responsibility or liability for the loss destruction deterioration or damage to the Product after dispatch. If at the request of the Customer, the Company effects insurance cover the cost shall be borne by the Customer.
5.2 Title to the Products shall pass to the Customer only when payment in full (together with any interest due) for all Product supplied to the Customer has been received by the Company provided however the Customer shall be entitled to deal with Product in the normal course of its business but shall hold all sale proceeds as a trustee for the sole benefit of the Company pending the customer’s payment of all sums due to the Company. The Customer assigns to the Company all rights and claims the Customer may have against any third-party buyer.
5.3 The Company shall not be liable to the Customer in respect of any claims made against the Customer in relation to third party material supplied by the Company hereunder.
5.4 If the Customer fails to settle all sums in full when due or the Company has reasonable grounds to believe that the Customer is unable to pay its debts as they fall due the Company shall be entitled to enter any premises to repossess Product without prior notice.
5.5 In the event of any breach by the Company hereunder anydamages payable to the Customer shall be limited to the sums paid by the Customer hereunder and the Customer shall have no right of set off or counter-claim in respect thereof. The Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising in connection with the Contract.

6. Returns
6.1 The Customer shall notify the Company within three (3) days in writing if Product delivered does not conform to the Order failing which the Company shall have no further liability.
6.2 if any Product delivered is defective or faulty the Customer shall return it at the Customer’s cost to the Company within ten (10) days after delivery for examination by the Company. The Company shall at its discretion replace or repair any faulty Products but shall return Products at the Customer’s cost where no defect is found.

7. Miscellaneous
7.1 Any notice in writing referred to herein shall be deemed to have been duly and properly served if addressed to the parties at the above address or to any subsequent address duly notified by any of the parties hereto and sent by pre-paid post or facsimile transmission and the date of service shall be deemed to be the day of delivery in the normal course of posting if posted or the day of sending if transmitted by facsimile.
7.2 No waiver by either party of any breach by the other of any of these Conditions shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other terms or conditions.
7.3 Neither party shall be liable to the other for any breach of the Conditions herein occasioned by any act of God war revolution riot civil disturbance strike lock out flood fire or other cause not reasonably within the control of such party.
7.4 The Contract shall not be capable of variation except by instrument in writing signed by each party hereto and shall constitute the entire agreement between the parties to the exclusion of any prior representations conditions warranties or undertakings whatsoever.
7.5 The Contract shall be government by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).