General Terms & Conditions - Cordwainer UK Conditions of Sale
In these Conditions
The Company means Cordwainer UK.
The Customer means the company, firm or person who agrees to buy/hire the goods from the Company.
The Goods means the goods/services which the company is to supply in accordance with these Conditions. Any reference to the goods shall, where appropriate, include reference to part of them.
The Price shall mean the purchase price as stated in the Companys quotation.
The Delivery Point means the location for delivery of the Goods specified in the Companys quotation or order confirmation.
2. FORMATION OF THE CONTRACT
2.1. These Conditions of Sale form the whole agreement between the Company and the Customer and no other express terms, written or oral, shall be incorporated into the contract.
2.2. The Conditions of Sale override any other terms which the Customer may subsequently seek to impose.
2.3. Any statement by an employee or representative (other than a director) of the Company to:
2.3.1. vary any of these terms or introduce any other terms, written or oral, into the contract;
2.3.2. give any advice, make any representation, agree any condition precedent or enter into any collateral contract;
2.3.3. give any guarantee of delivery dates or times except in the case of Special Delivery (Please see Special Delivery 6.3.1)
Shall not be binding on the Company unless confirmed by the Company in writing and signed by a director.
2.4. The Customers order constitutes an offer by the Customer to purchase Goods/Services from the Company on these Conditions and the contract between the Company is made by the Companys acceptance of the Customers offer.
3.1. Any quotation given by the Company is valid for 30 days only unless otherwise stated.
3.2. Unless otherwise stated in the Companys quotation, the price of the Goods does not include:
(a) packaging and delivery, which shall be charged in addition at the Companys prevailing rates at the time of acceptance of the order.
3.3. The price of the Goods is exclusive of VAT, or any other customs duty or sales tax which may be added as required by rules or regulations currently in force, which shall be paid in addition at the rate prevailing on the date of the VAT invoice.
3.4. The Company reserves the right to make an additional charge in respect of preparation of working drawings or designs which are necessary for processing the Customers order or are requested by the Customer including, but not limited to, drawings for use by the Customer in connection with other associated building work or trades.
3.5. Where at any time before delivery of the Goods:
3.5.1. there is an increase in the cost of raw materials, transport, components or labour;
3.5.2. there are any currency fluctuations increasing the cost of raw materials or components;
The Company may adjust the price accordingly subject to giving the Customer notice of the increase and the right to cancel the order without liability if the increase is in excess of ten per cent of the price.
4.1. All orders are accepted by the Company subject to materials and components being available to the Company from its suppliers, and by accepting an order the Company does not give a warranty as to availability.
4.2. The Company reserves the right to vary the specification of materials used if, in its opinion, the finished product will be of an equivalent or higher standard.
5.1. Except in the case of Customers with a pre-agreed credit facility, the Goods shall be paid for in full prior to delivery and/or commencement of work by the Company, or on collection, or as may be agreed by the Company.
5.2. The Company may, at its sole discretion, agree with a Customer a credit facility, in which event:
5.2.1. The Company will manufacture/supply Goods of an invoice value up to the limit of the agreed credit.
5.2.2. The Company will invoice the Customer on delivery of the Goods and the invoice will be payable according to the conditions stated on the invoice, unless a contrary arrangement is agreed in writing by the Company.
5.3. If the Customer fails to pay for the Goods/Services by the due date the Company may:
5.3.1. Charge interest on overdue invoices up to, but not exceeding, 10% per month, calculated on a daily basis from the due date.
5.3.2. Withhold manufacture or supply of any Goods due to the Customer.
5.3.3. Appropriate any payment made by the Customer to such of the Goods (including Goods supplied under any other Contract with the Customer) as the Company may at its sole discretion think fit.
5.3.4. Require immediate payment in respect of all other Goods delivered to the Customer not with standing any other payment terms that may have previously applied.
5.3.5. Terminate any or all contracts between the Company and the Customer.
5.4. The Customer may not withhold payment of any invoices or other amounts due to the Company by reason of any right of set off counterclaim for any reason whatsoever.
5.5. In addition to any right of lien to which the Company may be entitled by law, the Company shall be entitled to a general lien on all Goods to the Customer in the Companys possession (even if such Goods, or some of them, have been paid for) for the unpaid price of the Goods.
5.6. The Company shall have the right of set off for amounts owed to the Customer against amounts owed to the Company.
5.7. The Customer shall be liable for any additional costs incurred by the Company in the course of appropriating any amounts owed by the Customer by any means that the Company sees fit.
6.1. Delivery shall be deemed to take place at the moment of discharge from the delivery vehicle at the delivery point or in the event that the Customer collects and/or transports the Goods from the Company, the moment of loading onto the Customers contractors vehicle or handing to the Customer.
6.2. The Company may deliver by separate instalments, each of which may, at the Companys option, be invoiced and paid for as a separate contract.
6.3. Except in the case of Special Deliveries, statements as to the time(s) and date(s) for delivery of the Goods shall be treated as estimates only. Time shall not be of the essence of the contract, nor may be made so. The Company does not guarantee to meet any quoted delivery dates and the Customer shall not be entitled to refuse delivery or to compensation because of any delay.
6.3.1. Special deliveries: this service guarantees delivery to a prearranged specification and price. In the event of the Special Delivery service failing to meet the agreed specification, except where any such non-delivery or late delivery resulted from an event beyond the reasonable control of the Company or its delivery service provider, then if the Customer can prove late delivery, the Company will credit the amount up to but not more than twice the Special Delivery charge, excluding normal charges.
6.4. The Company may refuse to deliver any Goods over roads or other ground which the Company considers unsuitable and any resultant costs incurred will be paid by the Customer to the Company.
6.5. It is the Customers responsibility to offload the Goods at the Delivery Point in a safe manner and to provide, free of charge, adequate labour and equipment for this purpose.
6.6. If the Customer refuses to accept delivery of the Goods or fails to give the Company adequate delivery instructions, then the Company may:
6.6.1. Store the Goods until actual delivery to the Customer or until the Goods are disposed of as follows,
6.6.2. Sell the Goods at the best price readily obtainable. The Customer shall be liable for the cost of the sale. Further, if the goods are sold for less than the price payable by the Customer, the Customer shall be liable to pay the Company the difference in price. This does not affect any other right or remedy that the company may have.
6.7. A delivery note, which signed by and on behalf of the Customer shall be conclusive proof of delivery of the goods described in the delivery note.
6.8. Returns. The Customer must notify the Company within fourteen days of the requirement to return Goods. Products must be returned in their original condition and packaging and only if agreed to by the Company. Goods must be returned within 14 days of notification. The Company reserves the right to levy a handling charge on returned Goods.
7. PROPERTY AND RISK
7.1. Ownership of the Goods remains with the Company and will not pass to the Customer until the earlier of the following events:
a) the Company is paid for all the Goods and no other amounts are owed by the Customer to the Company in respect of other Goods supplied by the Company, or
b) the Goods are permanently incorporated into other Goods, or
c) the Goods are subjected to a manufacturing or construction process.
7.2. If the Customer is overdue in paying for the Goods or any other Goods supplied by the Company, the Company may, if still the owner, recover and resell them. The Customer gives the Company and its agents irrevocable authority to enter the premises or land upon which the Customer is working or which the Customer owns or leases for this purpose. This does not affect any other right of the Company.
7.3. Until the Customer has paid the Company for the Goods, and all other Goods, which the Company has supplied to the Customer:
7.3.1. The Customer holds the Goods in trust for the Company.
7.3.2. If the Customer sells the Goods, the Customer shall hold the proceeds of the sale in trust for the Company.
7.3.3. If the Customer sells the Goods, the Company may, by written demand, require the Customer to assign to the Company the Customers rights to recover the price from its purchaser.
7.4. Risk in the Goods passes to the Customer upon delivery.
7.5. The Customer must insure the Goods against all insurable risks for the price due to the Company.
7.6. If the Goods are destroyed by an insured risk before the Customer has paid for them, the Customer shall hold the insurance proceeds as the Companys trustee.
The Customer shall be deemed to have accepted the Goods upon delivery and it shall be conclusively agreed that the Goods are in accordance with the contract unless:
8.1. Immediately after delivery and prior to their use or resale, the Customer serves on the Company a written notice specifying the alleged defect in the quantity, quality or state of the Goods which would be apparent upon careful inspection or by such testing as it is reasonable in all the circumstances for the Customer to undertake and therinafter provides the Company with a reasonable opportunity of inspection or testing the Goods before they are used or resold.
8.2. In the case of delivery by a third party carrier immediately after delivery and prior to their use or resale the Customer gives the Company verbal or written notice specifying the matters required under clause 8.1. above. The Customer must refuse parcels delivered in a damaged condition.
8.3. If the alleged defect in the quality or state of the Goods would not be apparent upon careful inspection or reasonable testing the Customer serves on the Company written notice of such defect forthwith upon its discovery, and in any other event not more than 1 month after delivery, specifying the matters complained of and affording the Company a reasonable opportunity of inspecting or testing the Goods.
9.1. Sizes are supplied within the tolerances as laid down by the manufacturers of the product. Goods shall be deemed to be within reasonable tolerances and the Company shall have fulfilled the contract if the Goods delivered are within a tolerance of + or - 10% of that which was ordered.
9.2. Any statement in a British or European Standard as to suitability of the Goods for any purpose is excluded.
9.3. The Company shall not be responsible for the accuracy or suitability of any drawing design or specification supplied by the Customer to the Company in relation to the Goods notwithstanding that the Company may have inspected, commented or relied upon the same in the manufacture and/or supply of the Goods.
Subject to clause 11 below, provided that the Customer has complied with condition 8, if the Goods or any part thereof are defective in quality or state or otherwise not in accordance with the contract then if the Company and the Customer do not agree that the Customer shall accept the Goods at revised price or that the Goods should be made good at the Companys expense the Company will accept return of the Goods by the Customer and at the Customers option shall either:
a) repay or allow the Customer the invoice price thereof and any reasonable costs incurred by the Customer for the purpose of transporting the Goods back to the Company; or
b)Replace the Goods by delivering replacement Goods as soon as reasonably practicable and in all other respects in accordance with the contract.
11. COMPANY LIABILITY
11.1. The Customer shall have no right of rejection of Goods and the Company shall have no liability for negligence or breach of contract except as provided in clause 10, which clause is in substitution for any other legal remedy of the Customer.
11.2. The Company shall have no liability for ascertaining whether the Goods are suitable or reasonably fit for the purpose for which they were ordered or for any other advice it may give whether by itself, its employees or agents as to the application or suitability of Goods for any purpose whatsoever.
11.3. The Company shall not be liable for breach of contract attributable directly or indirectly to circumstances beyond the Companys reasonable control, including but not limited to war, rebellion, strikes, lockouts, breakdown of plant or government.
11.4. The Company shall not be liable for any loss or damage to the Goods in transit that are at the Companys risk where the Customers packing and protection specification differs from that recommended by the Company.
11.5. The Company shall have no liability in contract or in negligence or otherwise for consequential loss, indirect loss, economic loss howsoever arising. This exclusion would include but is not limited to loss of profit, loss of contracts, damage to the property of the Customer or of a third party.
11.6. The provisions of clause 11 do not apply:
11.6.1. to claims for death or personal injury to persons arising out of the Companys negligence.
11.6.2. to claims for breach of warranty of title implied by law.
If the Customer:
12.1. Being a Company
12.1.1. has petition presented for its winding up; or
12.1.2. passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction); or
12.1.3. enters into a voluntary arrangement with its creditors; or
12.1.4. becomes subject to an administration order; or
12.2. Being an individual or firm:
12.2.1. becomes bankrupt or insolvent; or
12.2.2. enters into a voluntary arrangement with its creditors;
then the Company shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous arrangement to the contrary.
The rights of the Company and the Customer shall not be prejudiced or restricted by any indulgences or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
The contract shall not be assigned by the Customer to any third party without prior written consent of the Company.
15. INTELLECTUAL PROPERTY
The Customer shall indemnify the Company against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the Company by reason of its supplying the Goods or applying any process or service in relation to Goods of the Customer in accordance with any such drawings, specifications or other information whether or not it alleged in such actions, proceedings and claims that any patent mark, design copyright or other intellectual property or other exclusive right of any third party has been infringed.
16. DATA PROTECTION
16.1. The Customer consents to the Company processing any personal data the Company may from time to time receive in the course of dealings with the Customer in relation to any partner, officer, servant, agent or referee of the Customer.
16.2. the Customer in giving such consent warrants to the Company that it has authority of the individual to whom the personal data relates.
17. PROPER LAW
The contract shall be governed by English Law and the non-exclusive jurisdiction of the English Courts.