STANDARD TERMS AND CONDITIONS OF SALE – CRAVEN & CO LIMITED.
ISSUED 9th AUGUST 2012
Standard Conditions of Trade under which all orders are accepted by CRAVEN & CO LIMITED which is hereinafter called ‘the Company’. In these Conditions ‘Customer’ means any person, firm or company at whose request work is performed or goods are supplied by the Company, ‘goods’ means the articles, things or services supplied to the Customer by the Company.
(a) Unless other wise agreed in writing by the Company these Conditions of Sale which supersede any earlier sets of conditions appearing in the Company’s catalogue or elsewhere, shall override any terms and conditions stipulated, incorporated or referred to by the customer whether in the order or in any negotiations preceding the formation of the contract including the Customers own conditions which shall be of no effect. In the event of the Customers Conditions containing a clause which is inconsistent with or which purports to exclude the Company’s Conditions or which purports to provide that the delivery of any goods or the commencement of any work by the Company on a contract for the Customer shall constitute acceptance of the Customers Conditions such clauses or clause shall be of no effect and the Company’s Conditions of Sale shall prevail.
(b) Any variation of the terms and conditions of any contract shall become binding only of confirmed in writing by the Company and the Customer.
2. ACCEPTANCES AND LIMITS OF CONTRACT
(a) No quotation made by the Company shall constitute an offer by the Company.
(b) No order will be accepted except upon the Company’s acknowledgement of order form which incorporates these Conditions. Any terms and conditions proffered by the Customer are hereby excluded. Any order placed by a customer whether in writing, verbally, shall be deemed to constitute an offer by the Company to enter into a contract upon these Conditions of Trade which shall be deemed to have been accepted by the Company when the Company despatches an acknowledgement of order form.
(c) The Customer shall not transfer his rights to any third party.
(d) The Company reserves the right to vary the price of the goods by any amount attributable to
(i) a suspension of or an alteration to work by reason of a change in the Customers instructions or lack of instructions;
(ii) any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any costs of whatsoever nature between the date of the contract and the date of delivery or completion of payment.
(a) Delivery dates are given in good faith by the Company as an indication of the estimated delivery time but time for delivery is not of the essence of the contract.
(b) The Company does not accept any responsibility or liability for delay in delivery or completion howsoever caused and no delay shall entitle the Customer to reject any delivery or any part or further instalments of any order to repudiate the Contract the order or any part thereof or to claim any damages arising from whatsoever cause (including without limitation in respect of loss of production loss of orders or any consequential loss) or compensation in respect of any delay.
(c) Without prejudice to the generality of the foregoing the estimated time of delivery shall in any event be extended should there be delay caused by any strike lock out trade dispute fire storm act of God or any force majeure or cause beyond the Company’s control whether in the Company’s premises or elsewhere or by the failure of the Customer to meet any of its obligation under the Contract or to supply any information or documentation required from it.
(d) The Customer shall have no right to suspend or delay delivery. Without prejudice thereto the Customer shall arrange to accept delivery forthwith upon the notification by the Company that the goods (or an instalment thereof if applicable) are ready for despatch. If forwarding instructions, sufficient for the Company’s purposes, are not received within 5 days of the date of advice the Company reserves the right to arrange storage on the Customer’s behalf and at the Customer’s sole cost as to storage and freight.
(e) In any event the Company will be entitled to charge the Customer as from the date of the advice that the goods are ready for delivery with all costs of and arising from storage (subject to a minimum storage rate 2% per week on the invoice price of the goods stored per week or part of a week) and the Company shall not be obliged to effect any insurance unless requested by the Customer in which case the cost of insurance will be charged.
(f) Any storage charge will be payable until the despatch of the goods. No delay in delivery shall affect or prejudice in any way the date of an invoice or the due date thereof, or the Company’s ability or power to recover payment in full therefore.
(g) In the event that the goods are transported at a time and place agreed with the Customer but no representative of the Customer is present when the goods are so transported the Company reserves the right either to deposit such goods at the specified place and shall have no liability in respect of loss or damage of any description resulting therefrom or to arrange storage of the goods in accordance with (d), (e) and (f) above.
(h) Should default be made by the Customer in paying any sum due under this or any other contract between the parties (either solely or jointly with any other person) as and when if falls due the Company shall have the right to suspend all further performance of the contract until the default is made good or to cancel the contract so far as any goods remain to be delivered.
RESERVATION OF TITLE
(a) Title in the goods shall remain the sole and absolute property of the Company until such time as the Customer shall have paid to the Company the whole of the purchase price of all goods and works which are the subject of this contract or any other contract between the Company and the Customer (either solely or jointly with any other party) and for the purposes of these conditions a cheque or other bill of exchange shall not be deemed to be paid unless it shall have been met on presentation.
(b) The Customer acknowledges that he is in possession of the goods solely as Fiduciary and Bailee for the Company and if the Customer shall sell any of the goods the property in which has not passed to the Customer:-
(i) All moneys received by the Customer from such sale shall be held in trust for the Company absolutely and shall be placed to the credit of a separate bank account at all times identifiable as the Company’s money and until property in the goods has passed to the Customer in accordance with these conditions such moneys shall not be withdrawn or charged.
(ii) The Customer shall take such action, steps or proceedings arising out of any such sale as the Company may consider appropriate for the recovery of any sums due to the Customer in respect of any such sale.
(c) The Customer will store all goods delivered to him on his premises separately from his own goods or those of any other person labelled as property of the Company in a manner which makes them readily identifiable as goods of the Company. If any goods whether the subject of this Contract or any other Contract between the Company and Customer are mixed with either the property of the Customer or a person other than the Customer or are processed with or incorporated in or manufactured into such other property (with or without the addition of the other goods) then the product thereof shall so far as the law will allow become or shall be deemed to be held in common with the Customer or that other person in shares proportionate to the contribution of the original goods and products made by each party to the manufacturing process or incorporation.
(d) The Company is irrevocably authorised to enter upon any premises where the goods are situated and take possession of and remove the goods at the Customer’s expense:-
(i) At any time after the purchase price or part of it has become due and has not been received in full;
(ii) If the purchase price has not been received in full (whether or not the purchase has become due) upon an Event of Default as defined in clause 22 below.
5. LOSS OR DAMAGE IN TRANSIT
The customer shall fully check goods upon receipt for damage and quantity. If damage is discovered, any delivery paperwork is to be signed for as damaged. The Customer shall notify in writing the carrier and the Company in case of goods damaged in transit and the Company only in the case of quantity variation within two days (48 hours) of delivery or in case of goods lost in transit within two days (48 hours) of the date of despatch by the Company. If the Customer fails to give such notice the goods shall be deemed in all respects to have been delivered and be in accordance with the contract and the Customer shall be bound to accept and pay for them.
The risk of any loss or damage or detioration of the goods from whatsoever cause shall be borne by the Customer from the time of delivery to the Customer or to a carrier (whether employed by the Company or the Customer), or from the date of mis-delivery or non-delivery if caused through the fault of the Customer or from the date of commencement of storage by the Company in accordance with clause 3 (d) if earlier.
7. UNDERTAKINGS AND WARRANTIES
(a) The Customer does not exclude or restrict its liability in respect of:-
(i) Death or personal injury resulting from negligence; or
(ii) Death, person injury or any loss of or damage to any property which arises under the Consumer Protection Act 1987 caused by defect in the goods as defined by that Act.
(b) If during the period of twelve months following delivery the goods are found to be defective due (in the absolute opinion of the Company) to faulty workmanship or materials and notice in writing thereof is received by the Company within fourteen days of such discovery and if between the date of delivery and the receiving by the Company of such notice the goods have at all times been used with reasonable care and by competent persons and no person has interfered with the goods and provided that the Customer has paid all sums due under this contract and any other contract between the parties the Company will (at its options repair or replace the defective part of the goods free of charge. This warranty does not apply to consumables or items which may require repair or replacement through fair wear and tear.
(c) Some items branded as Craven & Co. Ltd. product are elidgible for extended warranty. This extended warranty is only applicable if products are registered with the Company. Details of this extended warranty are available on request.
(d) The Company shall be under no liability for any defect which is due to accident, fair wear and tear, negligent use, tampering, improper handling, improper use, improper operation or improper storage, incorrect specification by the customer or any other default on the part of any person other than the Company.
(e) Should the Company be requested to attend a site to assess possible damaged or warranty claim and upon inspection it is found that Craven & Co Ltd. are not responsible, then a call out charge (based on time (£50/hr) and travel (£0.45/mile), min £50.00) will be levied.
(f) Save for and in respect of the above warranty (but subject to subclause (a) above):-
(i) The Company’s liability hereunder shall be limited to the price set out in the contract attributable to the defective goods and shall not under any circumstances extend to any loss of profits, interest paid or payable by the Customer, loss of orders or consequential loss of any kind.
(ii) The Company shall not be liable for any damage to property arising from the goods or any defect in them or the use made of them and the Customer shall indemnify the Company against any claims in respect thereof.
(iii) The Company shall not be liable for negligence by itself, its servants or agents either prior to the creation of the contract or during the performance of the contract.
(iv) The Company will attempt to replace all products with the same product as originally purchased. In the event that The Company is unable to replace product with the same product purchased, it will, at its option will: replace that product with a product of similar function and equal or greater value, or provide a refund at the current value.
(v) All conditions, representations, warranties or undertakings in connection with the goods whether implied by statute, common law custom or of any reason whatsoever and whether as to quality; condition, fitness for use or otherwise whatsoever are herby excluded to the fullest extent that the law will allow.
(vi) The sale or supply of goods is strictly on the terms that the Customer has had every opportunity to examine the goods and has satisfied himself as to their suitability. The Customer acknowledges that all specifications and details in catalogues, quotations and acknowledgements of order or similar documents or by word of mouth and all forecasts of performances howsoever given are approximate only and do not form any part of the contract between the Customer and the Company.
(vii) The customer is required to pay shipping and handling charges to send the defective product to the Company.
The Company will provide free return shipping and handling to the UK.
8. HEALTH AND SAFETY
The Customer will on or before delivery of the goods, if so required by the Company enter into a written undertaking to take such steps as may be specified to the Customer by the Company and set out in such undertaking details as to the safe and proper way to use the goods without risk to health. The Customer shall indemnify the Company, in respect of any liability, monetary penalty, or fine in respect of, or in connection with, the goods incurred by the Company under the Health and Safety at Work Act 1974 or any statutory modification or re-enactment thereof or any regulations, orders or directions made thereunder.
Notwithstanding that a sample of goods be exhibited to and inspected solely to enable the Customer to judge for himself the quality of the bulk, and no so as to constitute a sale by sample. The Customer shall take the goods at his own risk as to their corresponding with the sample, and subject to the normal variation between the bulk and sample accepted by the trade.
10. QUANTITY VARIATION
The Company shall be deemed to have fulfilled the contract by delivery of a quantity within ten per cent either way of the quantity ordered and the Customer shall pay at the contract rate for the quantity partially delivered.
All orders are accepted and quotations made on the basis that the goods will be charged at the prices ruling at the date of despatch. And VAT will be charged in addition at the rate applicable.
(a) Where no other term of payment have been specifically agreed in writing by the
Company payment shall be made in cash in full on the last day of the month following the month in which the goods have been delivered or the works have been commenced. No discount or allowance will be made unless specifically stated and agreed by the Company in writing and a claim of counterclaim by the Customer shall not be made the reason for deferring or withholding payment of any moneys payable by the Customer to the Company hereunder. Any payments received shall be attributed to the longest outstanding debt.
(b) Any sums not paid by the Customer by the due date shall bear interest at the rate of
three per cent per annum above National Westminster Bank plc base lending rate per annum or part thereof from the due date to the date when payment is received by the Company (as well after as before judgement).
(c) The time or payment shall be the essence of the contract.
(d) If the Customer shall be in default of any obligation to make payment to the Company under this clause 12 all sums due from the Customer to the Company under any contract between the Customer and the Company shall immediately become due and payable and shall from the date of such default bear interest at the rate of three per cent above National Westminster Bank plc base lending rate per annum or part thereof (as well as before judgement) whether or not interest is payable under the provisions of subclause (b) above. The Company shall be entitled to cancel a contract or to postpone delivery until payment has been received in the event that the Company has reasonable doubts about the Customer ability or willingness to pay on the due date.
13. FORCE MAJEURE
The Company shall not be liable in the event of non-fulfilment of a contract owing to any Act of God, war, disease, strike, lockout, fire or any accident or incident of any nature whatsoever beyond the control of the Company.
The Company shall be entitled to a general lien on all goods of the Customer in the Company’s possession (including goods of the Customer which have been paid for) the unpaid price of all goods sold to the Customer by the Company under this or any other contract.
15. HIRE PURCHASE AND SIMILAR TRANSACTIONS
If the sale of goods proceeds by way of a sale by the Company to a finance Company, the finance company shall be the customer hereunder and any liability to the end user for negligence, misrepresentation, breach of contract (collateral or otherwise) or breach of warranty (express or implied) shall be excluded to the fullest extent that the law will allow.
The Company reserves the right to sub-contract the fulfilment of the order or contract ) or any part thereof.
17. PATTERNS, DRAWINGS, DIES ETC.
All patterns, drawings, dies, moulds, specifications and other such items supplied by the Customer shall be and remain the property of the Customer and the Customer shall be liable for any loss or damage thereto.
18. PATENTS, TRADE MARKS ETC.
The Customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable, as a result of work done in accordance with the Customer’s specifications or instructions which involves the infringement of any letters patent, trade marks or registered design, or which constitutes the tort of passing off.
All pallets, stillages, crates and other packaging specified as returnable will be charged for and credited if returned in good condition within twenty-eight days. No credit will be given for packaging claimed to be returned unless the Customer can produce the Company’s receipt therefore clearly identifying the items returned.
20. CONSTRUCTION AND JURISDICTION
Any contract to which these Conditions apply shall be construed and take effect in all respects in accordance with English Law and the Customer agrees to submit to the jurisdiction of English Courts.
The unenforceability or invalidity of any of these terms and conditions shall not affect the enforceability or validity or any other term or condition.
If an Event of Default shall occur the Company shall have the right forthwith to determine any contract then subsisting between the Customer and the Company and upon notice of determination being posted to the Customer any existing contract shall be deemed to have been determined without prejudice to any claim or right the Company might otherwise make or exercise.
For the purposes of this clause and clause 4 the following shall constitute an Event of Default:-
(i) Any default in or breach of any of the Customer’s obligations to the Company under the contract;
(ii) Any judgement being entered against the Customer or distress or execution being levied upon the Customer, its property or assets or the Customer making or offering to make any arrangement or composition with creditors or committing any act of bankruptcy or any petition or receiving order being presented or made against him
(iii) If the Company shall; be a limited company, any resolution or petition to wind up the Company being passed or presented otherwise than for reconstruction or amalgamation or a receiver, administrative receiver, administrator or manager of the Customer’s undertaking property or assets or any part thereof being appointed;
(iv) The Customer suffering any proceedings under foreign law analogous to those matters set out in paragraphs (ii) and (iii) above.