COMPLETE GENERAL TERMS AND CONDITIONS OF SALE
1. Definitions and Interpretation
1.1 ‘Complete’ means ‘Complete’ as defined in the
definition of Seller below.
1.2 ‘Bespoke Goods’ means Goods marked in the Seller
Catalogue or other catalogue of the Seller as to order
only or any other Goods of a type or specification not
commonly supplied by the Seller or Goods specifically
ordered by the Customer to resell to the Buyer in
accordance with the Order;
1.3 ‘Conditions’ means these Complete general terms
and conditions of sale.
1.4 ‘Customer’ means the person, firm, company or
organisation buying under and subject to these terms
and Conditions.
1.5 ‘evo’ means EVO GLOBAL HOLDINGS
LIMITED (company incorporated and registered in
England and Wales with company number 16294075
and whose registered office is at Newland House,
Tuscany Way, Normanton, England, WF6 2TZ) together
with all entities now or in the future in its group.
1.6 ‘GDPR’ means the EU and/or (as applicable) the UK
General Data Protection Regulation(s) as may from time
to time be amended.
1.7 ‘Goods’ means the goods or products which are to be
sold under any contract between the Seller and the
Customer.
1.8 ‘Seller’ means Complete (an evo brand) being the
trading and operating name of BANNER BUSINESS
SOLUTIONS LIMITED a company incorporated and
registered in England and Wales with company number
02405637 and whose registered office is at Newland
House, Tuscany Way, Normanton, England, WF6 2TZ.
1.9 ‘Seller Catalogue’ means the Seller’s currently
published catalogue and/or price at the date of
despatch of the Goods or performance of any services.
1.10 ‘Supplier’ means any person, firm or company
contracted or otherwise engaged by the Seller to
supply or assist in the manufacture, supply, storage,
procurement or delivery of any Goods.
1.11 ‘Working Day’ means any day from Monday through
to Friday inclusive excluding as applicable (in the
relevant territory according to where the contract is
to be performed / the territory in which the Goods are
to be delivered) all United Kingdom and Republic of
Ireland bank or public holidays.
1.12 Where the context requires, in these Conditions the
singular shall include the plural and vice versa.
1.13 The headings in these Conditions are for guidance
only and shall not affect the interpretation,
construction or application of them.
1.14 Where any Act or statutory instrument or UK
government or UK Government agency guidance is
referred to in these Conditions, such reference shall
include or shall be deemed to include any
subsequently amended, re-enacted or revised
version of or to such Act or statutory instrument or
UK government guidance or UK Government agency
guidance which shall apply.
2. Formation of contract
2.1 A legally binding contract shall be formed by the
Seller’s acceptance of an order placed by the
Customer for any Goods.
2.2 The Seller’s acceptance of any order shall be subject
to these Conditions which shall override any terms,
conditions or stipulations whether referred to in the
Customer’s order; or in any other document issued
by the Customer; or in any other communication
(written or oral) between the parties, unless
expressly agreed in writing (email excluded) by the
Seller.
2.3 The Seller may at its discretion add, vary or withdraw
products listed in its catalogue, price list,
advertisements or any other literature, at any time
without notice. All reasonable efforts have been (and
will be) made to ensure that the details, descriptive
information etc. in the Seller’s catalogue are accurate
at the date of publication. However, drawings,
specifications and all descriptive literature including
colour illustrations are approximate and do not
constitute a trade description or an exact or actual
representation (of any kind) of the Goods. All prices and
product descriptions may be subject to change
without notice. All descriptions and illustrations of
goods in any catalogue, brochure, price list or in any
other document provided by the Seller are intended for
general guidance only and do not form part of any
contract between the Customer and the Seller. The
Seller accepts no liability for any error or omissions in
such documents and the Seller cannot (and shall not)
be liable in any circumstances for any loss or damage
resulting from the Customer’s reliance on such
descriptions and illustrations.
3. Basis of sale
3.1 All Goods are subject to availability. The Seller
reserves the right to vary or amend these Conditions at
any time. Any varied or amended version of these
Conditions will be published on the Seller’s website
(https://www.complete.co.uk/) and such amended
Conditions shall be incorporated (by virtue of such
publication and/or by reference and/or acquiescence)
into any subsequent purchase(s) of any Goods by the
Customer from the Seller and thereby any contract
arising in respect of the same.
3.2 Any errors or omission in quotations, catalogues, sale
literature or other documents issued by the Seller
shall be subject to correction prior to, upon or after the
Seller’s acceptance of the Customer’s order, without
any liability of the Seller and the corrected price shall
apply to the contract.
3.3 The Customer shall be solely responsible for the
accuracy of all orders and if accompanying and/or
ancillary services are required with the supply of
Goods the Customer shall give clear instructions and
shall not rely on the knowledge, skill and judgement
of the Seller.
3.4 The Seller reserves the discretionary right to change
the specification (without detracting from the
quality or performance) of the Goods ordered.
4. Price and quotations
4.1 The price of the Goods shall be that shown in the
Seller’s quotation; or in the Customer’s order, if
accepted by the Seller; or if no price is stated, as per
the Seller Catalogue. The Seller may increase the
price prior to delivery, and give notice to the
Customer that it intends to do so, if the increase is
due to circumstances beyond the Seller’s
reasonable control.
4.2 The Seller may vary the price of any Goods at any time.
4.3 An extra charge may be made by the Seller to cover
additional delivery costs for some direct delivery
items, and for compliance with any special delivery
requirements of the Customer.
4.4 The prices are inclusive of packaging costs but the
Seller may charge for returnable pallets or
containers that are either returned damaged or not
returned by the Customer.
4.5 All prices are quoted exclusive of Value Added Tax
(‘VAT’) or any other applicable tax, cost or levy as may
from time to time apply or be brought into force by
law, which will be charged at the rate in force at the
time of despatch of the Goods. The prices may also
exclude special / non- standard delivery or
transport costs, insurance in transit and other
taxes, for which the Customer shall be liable and for
which the Customer shall be charged as
applicable.
4.6 The Seller’s standard delivery charges will apply and
will be available upon request.
4.7 Unless otherwise stated on the quote, the Seller’s
quotations are valid on the day of issue only and are
subject to stock availability. \u01eauotations are for the
sole use of the addressee and the Seller
reserves the right to withdraw a quotation, which has
been passed by the Customer to a third party.
5. Terms of payment
5.1 The Customer shall pay the price in full within 28
calendar days of the date of invoice. Time for payment
is of the essence in all contracts under these
Conditions.
5.2 The Seller reserves the right to charge interest at the
prevailing Bank of England base rate plus 4% on the
amount outstanding, compounded daily, in the event
of late or non-payment by the Customer, until it has
been paid in full.
5.3 If the Customer has any dispute or counterclaim
against the Seller, in the absence of a court judgment
or order to the contrary, the Customer shall not be
entitled to make any reduction in or deferment of
payment because of that dispute or counterclaim
without the prior written consent of the Seller.
6. Delivery
6.1 The Seller will endeavour to deliver the Goods to the
place and on the date specified by the Customer; any
specified delivery date/time shall be an estimate and
shall not be of essence of the Contract unless
expressly agreed by the parties in writing. For the
avoidance of doubt, the Seller shall not be liable for any
loss(es) suffered or incurred (or alleged to have been
suffered or incurred) by the Customer, whether such
any loss is foreseeable or not, as a result of any factor,
event, occurrence or non-event or non-occurrence
that is beyond the supplier’s control.
6.2 The Seller shall be entitled to deliver the Goods by
instalments and to treat each delivery as a contract
that may be invoiced separately. If payment in full is
not made to the Seller at the proper time for orders,
which have already been delivered, then the Seller
may withhold or cancel delivery of any other of the
Customer’s orders, which have not yet been
delivered.
6.3 The Seller shall not be liable in any way for any losses,
damages or expenses (whether direct, indirect or
consequential or otherwise) suffered by the
Customer due to delay or any failure to deliver the
Goods to the place and by the date stated by the
Customer.
6.4 Goods will be delivered to the delivery address
supplied by the Customer. The Customer shall be
considered to have given authority to accept a
delivery on his or her behalf to any person who
actually accepts delivery at the delivery address.
6.5 If the Seller, or any agent acting on the Seller’s
behalf, cannot deliver to the delivery address then
they may either store the Goods and deliver them at
a later date or return the Goods to stock and deliver
similar Goods later.
6.6 The Customer is obliged to provide adequate labour
and facilities at the delivery or collection address to
load or unload the Goods without undue delay. The
Seller will require compensation for any loss
suffered arising from delivery or collection or nondelivery
or non- collection of the Goods. If it is not the
fault of the Seller (or its agent) that any delivery or
collection is delayed or cannot be carried out, the
Seller reserves the right to charge the Customer for
any extra costs incurred.
7. Action upon delivery
7.1 The Customer shall inspect the Goods immediately
on delivery and no claim for any picking error, any
shortage or any other error in delivery which would
be evident on inspection will be considered unless
the Seller is notified in writing quoting the delivery
note or invoice number within 3 Working Days after
the date of delivery. If Goods have been damaged or
supplied short, the Customer must keep those
goods in one place, separate from any other goods,
and allow the Seller to inspect them if it so wishes
before the Seller decides what action to take.
7.2 Any claims for non-delivery of Goods shall not be
considered unless notified to the Seller by the
Customer in writing within 3 Working Days of the
date of invoice.
7.3 In the absence of any such notification in accordance
with 7.1 or 7.2 the Seller shall be deemed to have
delivered the Goods and payment in full shall become
due in accordance with Condition 5.
8. Damage in transit
8.1 Goods damaged in transit must be reported
immediately by signing the delivery note ‘Damaged on
arrival’ and reporting the damage to the Seller within 3
Working Days of delivery; any damaged Goods must
be retained by the Customer for inspection.
8.2 If the delivery note is signed without the comment
‘Damaged on arrival’ the Seller cannot be held
responsible for damages in transit.
9. Returns
9.1 Other than picking errors, shortages, damaged Goods
or warranty claims, all other return requests are agreed
solely at the Seller’s discretion and may only be
agreed within 28 days of delivery. Goods duly
accepted for return at will (at the Seller’s absolute
discretion) must be returned subject to them being
received in an immediately re-saleable condition and
may be subject to a re-stocking fee or deduction from
any subsequent refund if the Goods have been
handled to the extent they cannot reasonably be held
out as new and unused.
9.2 All returns must be authorised by the Supplier and
the Customer should obtain a collection reference.
All returns must be arranged by the Seller. The Goods
must be in the original manufacturer’s packaging, in
the same condition in which it was received and
protected by an outer box, and returned together
with the appropriate documentation as instructed
by the Seller when organising the return. The
Customer should retain a copy of the Seller’s
agent’s/carrier’s collection note. In all
circumstances, unless otherwise agreed by the
Seller in writing, the Customer shall be responsible
for the carriage cost of returning the Goods to the
Seller. For the avoidance of doubt, the Seller’s
delivery driver(s) / carrier(s) have (and shall have) no
authority to accept Goods for return unless the
Seller has agreed to accept a return in advance in
accordance with this Condition and Condition 10.3.
9.3 The Seller has absolute discretion to accept or
decline the return of any of the Goods supplied to but
not required by the Customer (upon such terms in
respect of a handling charge or otherwise as the
Seller may, in its absolute discretion, elect to apply)
and to issue a credit note in respect thereof.
9.4 The Customer may not, in any circumstances,
return Bespoke Goods or any Goods marked as nonreturnable
in the Seller Catalogue.
10. Warranties, liability and limitation of the Seller’s
liability – THE CUSTOMER’S ATTENTION IS
PARTICULARLY DRAWN TO CONDITIONS 10.6 & 10.8
10.1 The Seller is not the manufacturer of any of the
Goods. Other than as expressly set forth in these
Conditions, any warranty with respect to the Goods
will come from the manufacturer of the Goods. The
Seller will pass through to the Customer any
applicable manufacturer warranties on the Goods,
to the extent transferable.
10.2 The Seller warrants that the Goods will be free from
defects in materials and workmanship at delivery,
and suitable for the purpose for which they are
designed under fair conditions, and thereafter the
manufacturer’s warranty conditions will apply. The
Goods are designed for the purpose described in
this catalogue and any trade literature and are
subject to any limitations described therein.
10.3 If any Goods do not comply with the warranty at
Condition 10.2, the Customer shall inform the Seller
as soon as possible and no later than 30 days from
delivery. The Customer will retain the Goods and
packaging for inspection and shall return the Goods
in accordance with Condition 9.2 above.
The Seller’s delivery driver(s) / carrier(s)
have (and shall have) no authority to accept
Goods for return unless the Seller has agreed to accept are
turn in advance in accordance with this Condition and Condition 9.2.
10.4 The warranty in Condition 10.3 is subject to the Seller
being under no liability for any defect(s) any design issued
by or on behalf of the Customer to the Seller or any
defect(s) or shortcoming(s) in the Customer’s
requirements communicated to the Seller; or arising
from wear and tear, wilful damage, negligence, failure
to follow instructions, misuse, or if the full price has
not been paid to the Seller.
10.5 All other warranties expressed or implied are
expressly excluded to the extent permitted by law.
10.6 The Seller’s sole liability under the warranty in
Condition 10.3 (and under these Conditions and any
contract formed under them generally) shall be limited
to the replacement, free repair or issue of credit
against any Goods acknowledged by the Seller to be
faulty, provided that such faults have not been caused
by the Customer’s misuse of the Goods or negligent
handling of them.
10.7 If the Customer returns the Goods in order to make a
claim under clause 10.3 above and those Goods turn
out to be, in the Seller’s opinion, fault free or damaged
by reason of the Customer’s misuse or negligent
handling of them, then the Seller will send the Goods
back to the Customer and charge the Customer for
carriage and administration costs. The Customer will
remain liable to pay for the Goods in full.
10.8 Except for (i) death or personal injury caused by the
Seller’s negligence; and/or (ii) fraud or fraudulent
misrepresentation; and/or any other liability that
cannot be excluded or limited by law, the Seller shall
not be liable by any reason of any representation,
implied warranty, condition or other term or duty at
common law, for any indirect or consequential loss or
damage, costs or expenses of whatever nature which
arise from the supply of Goods or their use or resale
unless expressly provided in these Conditions. For the
avoidance of doubt, nothing in this Condition 10.8 or
these Conditions generally excludes or limits (or
seeks to exclude or limit) any liability that cannot be
excluded by law including (but not limited to) liability
for death or personal injury caused by negligence, or
liability for fraud or fraudulent misrepresentation, or
any other liability that cannot be excluded or limited by
law.
11. Property and risk
11.1 Risk in the Goods shall pass to the Customer upon
delivery or attempted delivery (where the Customer
refuses delivery).
11.2 Property in (i.e. legal title to and ownership of) the
Goods shall not pass to the Customer until full
payment (in cleared funds) has been received by the
Seller and until all money owed by the Customer to
the Seller pursuant to any other contract between
them has been paid in full.
11.3 Until property in the delivered Goods has passed to
the Customer, the Customer shall hold the Goods
as bailee or trustee for the Seller and the Seller may
collect or require the Customer to deliver or return
the Goods, and it shall not pledge or charge the
Goods or any part of them for any reason or to any
extent.
11.4 After delivery and until payment the Customer must
keep the Goods fully insured. If the Goods are lost,
destroyed or damaged then the Customer must hold
the proceeds of the insurance for and to the Seller’s
order pending payment. If the Goods are so
destroyed, the Customer shall not be entitled to
delay paying the Seller until the insurer of the Goods
has paid the Customer.
11.5 The Seller may peaceably enter the Customer’s
premises without notice and recover Goods which
have not (when required under Condition 5.1) been
paid for in full. As between the Customer and the
Seller, this clause constitutes the Customer’s
authority for the Seller to enter on the premises of any
other person holding the Goods on the Customer’s
behalf and on whose property the Goods may be and
remove the Goods.
11.6 Risk in any Goods to be returned remains with the
Customer until the Goods are delivered to or
collected by the Seller.
12. Cancellation of orders
12.1 Cancellations or deferments of orders are at the
discretion of the Seller and must be confirmed in
writing by the Seller. The Seller reserves the right to
charge any additional costs incurred as a result of the
cancellation.
13. Insolvency of the Customer
13.1 If the Customer becomes insolvent, has an
administration order made against it, makes a
voluntary arrangement with its creditors, ceases to
carry on business, has a receiver appointed or goes
into liquidation, or undergoes any similar or
analogous event, then, without prejudice to the
Seller’s other rights and remedies, the Seller may
suspend deliveries, cancel any contracts with the
Customer without liability and payment of the price
for Goods delivered shall become immediately due.
14. Inability to supply
14.1 The Seller shall not be liable to the Customer for
breach of contract by reason of delay or failure to
perform any of the Seller’s obligations if the delay or
failure is to any extent due to a cause beyond the
Seller’s control including but not limited to: war, fire,
accident, breakdown of plant or machinery, industrial
action/dispute (including strikes and lockouts),
unavailability of or restrictions on supplies, nondelivery
or delay in the delivery of materials or other
circumstances (of whatsoever nature not limited to
the foregoing) which directly or indirectly interrupt or
hinder due performance of the Contract.
15. Data Protection
15.1 In the course of dealings with the Seller, the
Customer may supply to the Seller data that the
Seller will collect and retain. Some or all of that data
may be personal data that is subject to the Data
Protection Act 2018 (as amended) and/or the GDPR
as applicable. The data supplied to the Seller will
be processed by the Seller to execute the
Customer’s order, to monitor the Customer’s
account, to select and send to the Customer
marketing material and periodically to conduct
trade and bank reference enquiries and other credit
checks. This will involve the disclosure of the
Customer’s data to and from third parties. The
Customer consents to the processing of the
Customer’s data for those purposes. Prior to
progressing the Customer’s order, the Seller will
attempt to verify the Customer’s identity (or, if and as
applicable, the identity of the individual or party on
whose behalf the Customer is acting or purchasing
Goods for under these Conditions). This process
involves checking the details supplied by the
Customer against those held by credit reference
agencies and scoring methods may be utilised in the
verification process. A record of this process will kept
that may be used to help other companies to verify
the Customer’s identity. The Seller may also pass
information to organisations involved in fraud
prevention to protect the Seller and the Seller’s
customers from theft and fraud. If the Customer
supplies false or inaccurate information and the
Seller suspects fraud or any other similar or
inappropriate activity, the Seller may record this and
share this information with other organisations.
15.2 The Customer acknowledges that the Seller is or
may be a data controller and/or a data processor for
the purposes of the Data Protection Act 1998 and/or
the EU General Data Protection Regulation (EU
2016/679) (as may be applicable and as enacted or
as may be re-enacted including any statutory
guidance and/or best practice) and/or the UK GDPR
(as may be applicable and as enacted or as may be
re-enacted including any statutory guidance and/or
best practice), in each case as applicable (the ‘Data
Protection Laws’) and may be required to process
personal data in connection with and for the
purpose of the entering into, performance or
enforcement of any contract under these
Conditions (in this clause 15.2 only “Contract”).
The Customer in entering into any Contract
consents freely to the Seller processing personal
data concerning the Customer and/or its staff or
agents and/or its customers and agrees that the
Seller may use and disclose personal information
about the Customer and/or its staff or agents and/or
its customers to third parties as required for the due
performance of any Contract and any matter related
thereto. The Customer also warrants to the Seller that
it has obtained and shall keep maintained, refreshed
and renewed as required under or in accordance
with the Data Protection Laws any consent required
to be obtained by the Customer from any data
subject in relation to any such data processing. In
addition, where the Customer is a data controller, it
shall be for the Customer to request that the Seller
put in place any additional measures in respect of
data processing under and in accordance with the
Data Protection laws. Where the Seller is a data
controller it shall put in place such measures as it
considers appropriate in respect of processing data
under and in accordance with the Data Protection
Laws and the Buyer shall consent to any reasonable
measure proposed by the Seller in this regard. In all
events, where the Seller is a data processor, it shall
process data in accordance with the Data
Protection Laws.
16. Laws and Regulations
16.1 The Supplier shall comply with all laws and
regulations relating to the purchase, import,
ownership and use of the Goods and (at its own
expense) obtain any licences and permits
necessary for the same as required by the
Customer as purchaser of the Goods. The
Supplier shall produce evidence of the foregoing
to the Purchaser upon written request.
16.2 Both parties shall:
16.2.1 comply with all applicable anti-slavery and human
trafficking laws, statutes, regulations and codes of
practice from time to time in force including but
not limited to the Modern Slavery Act 2015; and
16.2.2 not engage in any activity, practice or conduct that
would constitute an offence under sections 1, 2 or
4, of the Modern Slavery Act 2015 if such activity,
practice or conduct were carried out in the UK.
16.3 The Customer shall notify the Seller as soon as it
becomes aware of:
16.3.1 any breach, or potential breach, of any of the
provisions of clause 16.2; or
16.3.2 any actual or suspected slavery or human
trafficking in a supply chain which has a
connection with any contract under these
Conditions.
16.4 Both the Customer and the Supplier shall:
16.4.1 comply with all applicable laws, statutes,
regulations, relating to anti- bribery and anticorruption
including but not limited to the
Bribery Act 2010 (“Relevant Requirements”);
16.4.2 not engage in any activity, practice or conduct
which would constitute an offence under
sections 1, 2 or 6 of the Bribery Act 2010 if such
activity, practice or conduct had been carried
out in the UK; and
16.4.3 have and shall maintain in place throughout the
term of this Agreement its own policies and
procedures, including but not limited to
adequate procedures under the Bribery Act
2010, to ensure compliance with the Relevant
Requirements, and will enforce them where
appropriate.
16.5 Both parties shall:
16.5.1 comply with the Criminal Finances Act 2017 (as
applicable) in particular but not limited to
ensuring they shall have appropriate policy/ies
and procedure(s) in place to prevent the
commission of any offence of failure to prevent
the criminal facilitation of tax evasion or any
other offence under the said Act; and
16.5.2 not engage in or allow the engagement in by any
associated person (“associated person” as
defined in the Criminal Finance Act 2017) of any
activity that amounts or would amount if
committed to an offence under the said Act.
16.6 The Customer or the Supplier may terminate
their dealings with one another with immediate
effect by serving written notice on the other
party if the party serving notice has reasonable
cause (with prima facie evidence) to believe
that the other party has committed, is
committing or will or may commit a breach of
any of the provisions of this clause 16 or any
applicable law, regulation or code of practice.
17. General
17.1 Notices shall be served by first class post on either the
registered offices or the principal place of business of
the parties.
17.2 Failure by the Seller to enforce any Condition or seek
remedy of any breach by the Customer shall not be
construed as a waiver of the Seller’s rights to enforce
the Contract and seek remedy for subsequent breach.
17.3 The Seller may enter into sub-contracts for the
manufacture or supply of the whole or any part of the
Goods.
17.4 Any prices quoted in British pound sterling shall be
converted to the relevant currency at the exchange
rate used by the Seller at the relevant time.
17.5 If any provision of these Conditions is held invalid or
unenforceable in whole or part this shall have no
effect on the validity of the remaining provisions
and Conditions.
17.6 The Customer should note that telephone calls may
be monitored by the Seller for training purposes and
for the purposes of the detection and prevention of
crime.
17.7 These Conditions and any issue or dispute under or in
relation to them or any contract under them shall be
governed by and construed in accordance with
English law and the parties irrevocably submit to the
exclusive jurisdiction of the English courts.
(v1.2 _ Oct-26)
