Terms and Conditions

Please note that the following terms & conditions are protected under copyright law.
Any unauthorised use, transfer, reproduction, modification or copying will constitute an infringement of copyright.
ECD pursues all copyright infringement in civil court.

Euro Communications Distribution Limited

Terms & Conditions of for the Sale of Goods

These terms and conditions (“hereinafter referred to as “Conditions”) govern the sale of goods by Euro Communications Distribution Limited, registered in England and Wales with no. 3734130 (“ECD”) to the person/firm to who buys such goods (“Buyer”). These Conditions apply to the exclusion of any other terms that Buyer seeks to impose, or which are implied by trade, custom, practice or course of dealing.

1 Definitions

2 Basis of Contract

2.1 Each Order constitutes an offer by Buyer to purchase Goods which shall only be deemed accepted when ECD issues written acceptance in the form of a Proforma Invoice (“PI”).

2.2 A quotation given by ECD is not an offer and is only valid for 3 Business Days from its date of issue.

2.3 Availability is subject to change, and any Goods shall be held by ECD for a maximum of 24 hours unless full payment is received within this period. If payment is made after this period, the Order will be fulfilled based on the availability of the Goods at the time of payment.

2.4 ECD reserves the right to offer the Goods for sale elsewhere in the event that payment has not been received in full within the stated period. ECD shall not be liable to the Buyer for any direct or indirect losses as a result of this and any deposit paid by the Buyer shall be forfeited and shall belong to ECD and the Buyer shall pay and indemnify ECD in full against all loss (including loss of profit) and costs as a result of having to sell the Goods elsewhere.

2.5 Sales literature, price lists and other documents issued by ECD in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.

3 Goods

3.1 ECD shall supply the Goods to Buyer pursuant to each Contract. (a) Where new, Goods are supplied with the benefit of (and subject to the terms of) the Manufacturer Warranty (if any); (b) Where refurbished or where there is no Manufacturer Warranty, ECD itself affords the ECD Warranty to Buyer; (c) where a replacement item is supplied, such item is provided with the remainder of the term of the Manufacturer Warranty or ECD Warranty as was afforded under the original purchase. ECD's sole liability to Buyer under the warranties set out in this clause 3.1 is set out in the remainder of this clause 3.

3.2 In respect of a breach of clause 3.1, ECD shall (at its option) repair, replace (with a new, graded (i.e. fully functional new items which may have some blemishes marks) or refurbished Goods) or refund in full the price of the defective Goods provided the Buyer complies with the requirements contained in the Manufacturer's Warranty and if (unless contradictory to the terms of the Manufacturer's Warranty): (i) Buyer gives notice in writing within 30 Calendar Days of delivery that some or all of the Goods do not comply with the warranty in clause 3.1; (ii) ECD is given a reasonable opportunity of examining such Goods (which may include accessing Buyer's premises); and (iii) Buyer (if ECD requests) returns such Goods to ECD's place of business at Buyer's cost. These Conditions shall apply to any repaired or replacement Goods supplied under this clause.

3.3 Illustrations, photographs, weights, dimensions or descriptions whether in catalogues, promotional material, online brochures, price lists or other documents issued by ECD whether by hard copy or electronically or in any other form are intended as a guide only and shall not be binding on ECD nor will it form part of the Contract nor be regarded as a warranty or representation relating to the Goods.

3.4 ECD is not liable for the Goods' failure to comply with the warranty in clause 3.1 if: (i) Buyer makes further use of such Goods after giving notice under clause 3.2 (unless approved in advance in writing by ECD); (ii) the defect arises because Buyer failed to follow ECD's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; (iii) the defect arises as a result of ECD following Buyer's Specification; (iv) Buyer alters/repairs such Goods without the written consent of ECD (or the manufacturer); (v) the defect arises as a result of fair wear and tear, rain, water or other liquid damage, accidental or wilful damage, negligence (including failure to follow the manufacturer's instructions (whether oral or in writing)), or abnormal working conditions; (vi) the Goods differ from the Goods Spec as a result of changes made to ensure they comply with Applicable Law; (vii) the change to the Goods Spec does not materially affect the quality of the Goods.

3.5 Delivery dates are approximate only and time of delivery is not of the essence. Delivery shall be completed on the Goods' arrival at the Delivery Location. Buyer is responsible for unloading.

3.6 ECD reserves the right to substitute goods substantially equivalent to those in the Order.

3.7 ECD shall deliver the Goods to the Delivery Location at any time after ECD notifies Buyer that the Goods are ready.

3.8 If Buyer fails to accept/take delivery of the Goods (including failing to provide appropriate delivery instructions to ECD within 3 Business Days of ECD notifying Buyer that the Goods are ready): (i) delivery of the Goods is deemed to be complete at 9.00am on the 3rd Business Day following attempted delivery/notification that the Goods are ready; and (ii) ECD shall store the Goods until delivery takes place, and charge Buyer for all related costs and expenses (including insurance). If 5 Business Days after ECD notified Buyer that the Goods were ready for delivery Buyer has not accepted or taken delivery of them, ECD may resell or otherwise dispose of all/part of the Goods and, after deducting reasonable storage and selling costs: (i) account to Buyer for any excess; or (ii) charge Buyer for any shortfall below, the price of the Goods.

3.9 ECD may deliver in instalments, each constituting a separate Contract, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle Buyer to cancel any other instalment. Buyer shall not be entitled to reject the Goods if ECD delivers less than the ordered quantity of any Goods, but a pro-rata adjustment shall be made to the Order invoice once any short delivery is confirmed.

3.10 If the Buyer requires the Goods and/or Services to be despatched the same day then the Buyer must make this clear in writing and ECD must be in receipt of total payment by cleared funds by 10am on that day. In such circumstances whilst all reasonable endeavours will be made to despatch the Goods the same day no guarantee is given in this respect and there shall be no liability whatsoever on the part of ECD should there be any delay in despatching the Goods.

3.11 Risk in the Goods shall pass to Buyer on completion of delivery at the Delivery Location.

3.12 Title to the Goods as between ECD and the Buyer shall not pass to Buyer until ECD has received payment in full (in cleared funds) for the Goods (and any other goods that ECD has supplied to Buyer/any part of its group for which payment is due). From delivery until title has passed to Buyer, Buyer shall: (i) hold the Goods on a fiduciary basis as ECD's bailee; (ii) store the Goods separately from all other goods and ensure they are readily identifiable as ECD's property; (iii) not remove/deface/obscure any identifying mark or packaging on or relating to the Goods; (iv) maintain the Goods in satisfactory condition and keep them insured on ECD's behalf against all risks for their full price; (v) give ECD such information relating to the Goods as ECD requires, but Buyer may resell/use the Goods in its ordinary course of business.

3.13 If ECD believes that (i) Buyer is in financial difficulty (ii) an Insolvency Event is about to occur (iii) Buyer is in breach of the Contract or (iv) the Buyer is subject to an Insolvency Event before title to the Goods passes to Buyer, if the Goods have not been resold/irrevocably incorporated into another product/service, (without limiting any other right or remedy ECD may have) ECD may demand Buyer deliver up the Goods and, if Buyer fails to do so promptly, (itself or by a third party) enter any premises of Buyer (or a third party) where the Goods are stored to recover them.

4 Prices and Payment

4.1 The price for Goods is the price set out in the Order/PI or, if no price is quoted, the price set out in ECD's published price list as at the date of delivery/performance.

4.2 ECD reserves the right to increase the price of the Goods, giving notice to Buyer at any time before delivery/performance, to reflect any increase in the cost of the Goods to ECD that is due to: (a) a Sourcing Issue or a change in Applicable Law; (b) any request by Buyer to change the delivery/performance date(s)/quantities or types of Goods ordered/the Goods Spec; or (c) any delay caused by any instructions of Buyer in respect of the Goods or failure of Buyer to give ECD adequate or accurate information or instructions in respect of the Goods.

4.3 ECD shall invoice Buyer for the Goods at any time following acceptance. Unless otherwise agreed in writing, prices are exclusive of: (i) all packaging/insurance/transport costs; (ii) value added tax and (iii) any surcharges for payment by credit or debit card, which shall be added to the applicable invoices. Buyer shall pay each invoice in full (without any deduction/withholding) in advance unless otherwise agreed and time for payment is of the essence. ECD reserves the right to reject any payment made by Buyer by cheque. The Buyer confirms that, where payment to ECD is made by credit/debit card/BACS/CHAPS/Faster Payment, the payment method used is authorised by the holder of the relevant account and is an approved method of payment. All payment methods are subject to validation checks being completed by ECD. ECD will not be responsible for any delay or non-delivery of any Order caused by the failure of any validation checks.

4.4 Except as otherwise stated under the terms of any quotation/specification/schedule/accepted order or in any price list of ECD, and unless otherwise agreed in writing between the Buyer and ECD, all prices are exclusive of ECD’s charges for packaging.

4.5 VAT will be charged to UK customers in accordance with the current UK HM Customs and Revenues rules and guidelines.

4.6 Where the Buyer has an approved credit account with the ECD all payments shall be made in full according to the payment terms agreed set out in a credit account trade application.

4.7 ECD may undertake such checks as it considers necessary from time to time to verify Buyer's identity and credit worthiness, including passing information to credit reference and fraud detection agencies.

4.8 Buyer shall make payment in the invoice currency, unless expressly agreed to the contrary in the Order that an alternative currency is permitted (“Alternative Currency”), in which case payment shall be made in the Alternative Currency using the prevailing rate of exchange between the invoice currency and the Alternative Currency calculated on the date of payment by Buyer to ECD to ensure full payment is made to ECD for the Goods.

4.9 ECD may, without limiting its other rights or remedies, set off any amount owing to it by Buyer against any amount payable by ECD to Buyer or sell any outstanding balance due from Buyer to ECD to any third party without prejudice to any claims by ECD against Buyer.

5 Indemnities / Limitation of Liability

5.1 Buyer shall indemnify ECD from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by ECD in connection with: (i) any claim made against ECD for actual or alleged infringement of a third party's IPR arising out of or in connection with ECD's use of Buyer's Specification; (ii) any failure of Buyer to obtain appropriate licences and/or consents under clause 7.2, or any subsequent revocation or non-renewal of any such licence and/or permit; (iv) any failure of Buyer to ensure compliance with Applicable Law under clause 7.2; (v) any use of the Goods, by Buyer other than as envisaged under the Contract; and (vi) any Buyer Default.

5.2 Nothing in these Conditions shall limit/exclude ECD's liability where such a limit or exclusion is not permissible under Applicable Law. By way of example, where the Unfair Contract Terms Act 1977 applies to the Contract, ECD's liability shall not be limited or excluded for: (i) death/personal injury caused by its negligence; or (ii) fraud/fraudulent misrepresentation.

5.3 Subject to clause 5.2, ECD's liability (whether in contract or otherwise) is limited as follows: (i) ECD shall not be liable for: (a) any delay in delivery of the Goods; or (b) any failure to deliver the Goods that is caused by a Force Majeure Event or Buyer's failure to provide ECD with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; (ii) if ECD fails to deliver the Goods, its liability is limited to the costs/expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods; (iii) ECD's total liability to Buyer in respect of a breach of warranty relating to Goods is limited to repair, replacement or refund as described in clause 3.2; (iv) ECD shall not be liable to Buyer for any loss of profit, or any indirect or consequential loss arising under/in connection with a Contract.

5.4 ECD shall not be liable in any way for any typographical, clerical or other accidental errors, discrepancies or omissions in any sales literature, quotation/specification/schedule/accepted order, price list, acceptance of offer, proforma invoice, invoice or other document or information issued by ECD and the Buyer shall assume all risk in this respect. In the event that there are any such errors, discrepancies or omissions in any document issued by ECD then it shall be the Buyer’s responsibility to bring this to ECD’s attention for correction or clarification prior to payment. Failure to do so will mean that the Buyer has waived any and all claims for any such errors, discrepancies or omissions.

5.5 Nothing in the Contract shall create an obligation on ECD to sell any Goods to the Buyer.

5.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. This clause 5 shall survive termination.

6 Termination

6.1 Without limiting its other rights or remedies, ECD may terminate one or more Contracts (or suspend the Goods) with immediate effect giving written notice to Buyer where: (a) necessary as a result of Applicable Law; (b) a Sourcing Issue has occurred which affects such Goods; (c) a Force Majeure Event prevents ECD from providing Goods for more than 4 weeks; (d) Buyer commits a material breach of its obligations under a Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the breach from ECD; (e) save to the extent prohibited by s233B Insolvency Act 1986, an Insolvency Event has occurred. Buyer shall notify ECD immediately if it becomes (or believes it may in the future become) subject to an Insolvency Event; (f) Buyer fails to pay any amount due under this Contract on the Due Date.

6.2 No order may be cancelled withdrawn or altered by the Buyer except with the agreement in writing of ECD and in the event that ECD agrees to any such cancellation withdrawal or alteration the Buyer agrees to and shall pay forthwith to ECD by way of liquidated damages the value of the work already completed by ECD in addition to 20% of the outstanding contract value and further the Buyer shall indemnify ECD in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by ECD as a result of cancellation, withdrawal or alteration.

6.3 On termination of the Contract for any reason, the accrued rights/remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of any Contract which existed at/before the date of termination/expiry. Without limiting any other right: (i) Buyer shall immediately pay to ECD all of ECD's outstanding unpaid invoices and interest; (ii) in respect of Goods supplied but for which no invoice has yet been submitted, ECD shall submit an invoice, which is payable by Buyer immediately on receipt; (iii) if Buyer fails to pay in accordance with (i) and/or (ii) above, at ECD's request, Buyer shall return any and all Goods which have not been fully paid for. If Buyer fails to return Goods, ECD may enter any premises of Buyer or of any third party where the same are stored in order to recover them.

6.4 Conditions which expressly or by implication have effect after termination shall continue in full force and effect.

7 Services

7.1 ECD will use reasonable care and skill to perform the Services identified in any quotation/specification/schedule/accepted order or as otherwise agreed between the parties provided that ECD shall not be responsible or held liable in any way for any direct or indirect losses, costs or expenses suffered by the Buyer as a direct or indirect result of the ECD’s provisions of the Services.

7.2 ECD shall use all reasonable endeavours to complete its obligations in carrying out the Services but time will not be of the essence in the performance of these obligations.

7.3 The Buyer must provide a full detailed written specification of the Services required by the Buyer. No claims can be made in respect of any Services provided by ECD unless ECD fails to meet such written specification.

7.4 ECD is not responsible for any data loss or consequential loss as a result of the repair process.

7.5 If the device cannot be repaired or the unit fails as a result of the repair, no fee will be charged.

7.6 All Level 3 repairs are covered by a 30-day warranty.

7.7 By accepting the terms stated herein you are deemed to have accepted the risks involved in board level repairs. Board Level Repair (also known as Level 3 Repair) carries a significant risk that the unit may not be repairable and due to the nature of the fault, the unit may not be returned in the same condition as it was received. While we will make every effort to return your device in the same non-working condition as received, this cannot be guaranteed. There is always a possibility that the unit could fail completely during the repair process.

8 Buyer’s Responsibilities

8.1 The Buyer shall ensure that any and all Goods purchased from ECD shall be subjected (prior to any use or onward distribution of any kind (including sale or transfer for value)) to stringent processes and treatments to ensure:

8.1.1 All personal data of whatever kind stored on the Goods (including but not limited to personal information, emails, sms, mms, cookies, images, video files, bookmarks, music, contacts, calendar entries and like data, or data stored, uploaded, side loaded purchased or installed by an end user) are cleansed from such Goods;

8.1.2 Any SIM cards are removed and destroyed immediately;

8.1.3 Any removeable memory storage cards (i.e. SD cards) are removed and destroyed immediately;

8.1.4 Any device personalisations are deleted;

8.1.5 The internal memory is flashed (or a similar process used which has a similar end result to "flashing"); and

8.1.6 Any marks identifying a previous owner are permanently removed.

8.2 The Buyer shall indemnify ECD from and hold ECD harmless against all costs, losses, damages, claims, fines, and expenses arising out of or resulting from the Buyer’s failure to cleanse the Goods in accordance with Condition 8.1.

9 Defective Goods & Returns

9.1 In the case of Goods that are not Brand New if on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or if they are signed for on delivery "condition and contents unknown" AND the Buyer gives written notice of such defect to ECD within 24 hours of such delivery AND follows ECD’s Returns Procedure (a copy of which is available upon request or at www.ecdltd.co.uk/returns/), ECD shall at its sole discretion either:

9.1.1 Repair the defective Goods within 45 days of receiving the Buyer’s notice; or

9.1.2 Replace the defective Goods within 45 days of receiving the Buyer’s notice;

but ECD shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or if notice is not given by the Buyer as aforesaid or if ECD’s Returns Procedure is not followed.

9.3 No Goods may be returned to ECD without following ECD’s Return’s Procedure.

9.4 ECD shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the manufacturer’s instructions (whether oral or in writing), failure to observe any maintenance requirements relating to the Goods, misuse of the Goods, alteration of the Goods without ECD’s approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

9.5 Any Goods that are purchased as part of a Job Lot, will be invoiced/credited at an equal unit price regardless of make or model.

9.6 If the Buyer purchases various different items in varying quantities on ONE invoice and one or more of those items are faulty the Buyer cannot just return the faulty items. ECD has the right to request the return of all the items for a full refund.

9.7 Any refunds given will be subject to deduction by ECD of any banking charges incurred by ECD for sending the refund.

9.8 The Buyer shall arrange and be liable for all return carriage costs regardless of the reason for return. In the event that ECD agrees to arrange the return of the Goods then ECD reserves the right to charge for this service.

9.9 The quality of Goods (with the exception of Brand New) may not be consistent and there may therefore be variations and inconsistencies in the quality and appearance of the Goods and returns or refunds are therefore not negotiable. All or any of the accessories, documentation or peripherals may also not be present with the Goods. No claims or returns shall be accepted for missing items unless they were specifically mentioned on the invoice or unless the Goods are expressly stated in writing to be Brand New.

9.10 Goods may be sold with various grades and such grading is only descriptive in accordance with and subject to the ECD Product Descriptions (a copy of which is available upon request or at www.ecdltd.com/productdescription/). The quality of grade may not be consistent and no claims or returns shall be accepted unless the Goods were specifically described in writing as Brand New.

9.11 Any Goods that are returned as faulty and subsequently found not to be faulty shall be subject to a 10% handling charge based on the total value of the Goods and any other charges as determined or suffered by ECD which shall be paid by the Buyer forthwith upon demand and the Goods shall be returned to the Buyer at the Buyer’s expense.

9.11 Any goods returned without an RA number or are rejected by ECD will not be eligible for any refund or credit under any circumstances. Goods will be held for a maximum of 30 days to allow for the Buyer to arrange collection, storage charges will apply per day for every day goods are not collected by the Buyer. After 30 days or any extended period the goods will be disposed of to cover storage costs along with any other direct costs incurred by the supplier in handling the unauthorised returns and the Buyer’s claim for the goods will be void.

10 General

10.1 IPR: All IPR in or arising out of or in connection with the Goods is owned by ECD (or its licensors).

10.2 Import/Export:

10.2.1 The Goods may be subject to import and/or export laws/rules/regulations of the European Union, the United Kingdom, and other countries. Buyer agrees to comply with such laws/rules/regulations and will obtain and maintain any export and import licences required for the delivery of Goods to the Buyer under each Contract and, if required by ECD, shall undertake any and all testing necessary to ensure such compliance at its own cost. It is Buyer's responsibility to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import, export, or resale of the Goods. Buyer must ensure that no Goods are exported or imported in violation of the laws of any jurisdiction into or through which the Goods are transported during the course of reaching the Delivery Location. Where necessary, Buyer shall inform ECD at a reasonable time before delivery of any documents which it is necessary for ECD to provide in order to allow export of the Goods in compliance with the laws of any relevant jurisdiction.

10.2.2 Only Goods sold C.I.F. will be insured from the time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until: (i) delivery to the destination country as specified by the Buyer; (ii) delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Buyer’s order or acknowledgement or order which the Buyer may elect to use either: (i) for storage other than in the ordinary course of transit, or (ii) for allocation or distribution.

10.2.3 The Buyer will be liable for any customs, clearing, VAT, duty or any other importation costs specific to the Buyer’s local legislation. If the Goods are pulled for failure to meet any of ECD’s terms and conditions the Buyer shall be liable for any reasonable costs direct or indirect ECD incurs in pulling the goods.

10.3 Confidentiality: A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning Disclosing Party's business or its products or its services which Receiving Party may obtain. Receiving Party shall restrict disclosure of such information to such of its employees, agents or subcontractors as need to know it to discharge Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind Receiving Party. This clause 7.3 shall survive termination.

10.4 Entire Agreement: Each Contract constitutes the entire agreement between the parties relating to the particular Order, superseding all previous arrangements between the parties relating to its subject matter. Any samples/drawings/descriptive matter/illustrations/advertising issued by ECD or contained in ECD's websites, catalogues, brochures or literature are issued/published for the sole purpose of giving an approximate idea of the Goods. They shall not form part of the Contract or have any contractual force. Buyer confirms it has not relied on any statement/promise/representation made or given by or on behalf of ECD which is not set out in the applicable Contract. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in the applicable Contract.

10.5 Force Majeure: ECD shall not be liable to Buyer as a result of any delay/failure to perform its obligations under this Contract as a result of a Force Majeure Event.

10.6 Assignment / Subcontracting: ECD may at any time assign/transfer/charge/subcontract/deal in any manner with all or any of its rights under the Contract. Buyer shall not, without the prior written consent of ECD, assign/transfer/charge/subcontract/deal in any other manner with all or any of its rights or obligations under the Contract.

10.7 Variation/Waiver: ECD reserves the right to change or to add to these Conditions from time to time. Unless you have placed an Order (which has been accepted by ECD) by the time such a change takes effect, we shall not be obliged to give you notice of any such modification or withdrawal to these Conditions. A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

10.8 Third Parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

10.9 Partnership: The relationship between ECD and the Buyer is that of seller and customer. Nothing in the Contract is intended to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other. Neither party will have authority to act in the name of or on behalf of or otherwise to bind the other.

10.10 Buyer's Compliance with Applicable Law: Buyer shall at all times comply (and shall ensure that relevant third parties comply) with Applicable Law, including the Bribery Act 2010.

10.11 Governing Law and Jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

The Buyer is deemed to have accepted these Conditions by the earlier payment of deposit or total funds into ECD’s nominated bank account, submitting a purchase order, by entering into any negotiation with ECD verbally or otherwise or accepting delivery of Goods or Services from ECD.