Terms & Conditions of Sale
1. INTERPRETATION
1.1 In these
conditions:
‘BUYER’ means the person, firm or company entering
into the Contract to purchase the Goods from the Seller
‘CONDITIONS’ means these standard Terms and
Conditions of sale and any special terms agreed in writing
–‘STANDARD’’ related to Goods means
those Goods specified as standard in the CTL-CENTRELINE
catalogue or price list – ‘SPECIAL’ or
‘NON-STANDARD’, related to Goods means those
Goods not specified as ‘STANDARD’ - ‘CONTRACT’
means the Contract for the sale of Goods by CTL-CENTRELINE
to the Buyer – ‘GOODS’ means the goods
which the Seller is to supply to the Buyer under the CONTRACT
– ‘SELLER’ of ‘CTL-CENTRELINE’
means CTL-CENTRELINE LTD.
2. BASIS OF THE SALE
2.1 The Seller
shall sell and the Buyer shall purchase the Goods. These
Terms and Conditions shall govern the Contract to the exclusion
of any other Terms and Conditions. No order shall be accepted
or deemed to be accepted unless and until confirmed in writing
by the Seller. These Conditions shall constitute the entire
agreement in relation to the sale of the Goods. No change,
variation or additions to the Contract or these Terms and
Conditions of Sale will be binding unless it is in writing
and accepted by CTL-CENTRELINE. The Seller shall not
be liable for any advice or representation given by the
Seller or its employees or agents to the Buyer which is
not confirmed in writing.
3. ORDERS AND SPECIFICATIONS
3.1 The quantity,
description and any specification for the Goods shall be
those set out in the Seller’s quotation (if accepted
by the Buyer) or the Buyer’s order (if accepted by
the Seller), but the Seller reserve the right to make changes
to the specification of its Goods, that do not materially
affect their quality or performance
3.2 Where the ordered quantity
of non-standard or special goods exceeds nine, CTL-CENTRELINE reserve the right to vary the delivered quantity
by plus or minus ten percent.
3.3 The Buyer shall indemnify
the Seller against loss, damage, costs and expenses in connection
with the infringement of any industrial or intellectual
property rights resulting from the Seller’s use of
the Buyer’s specification.
4. PRICE OF THE GOODS
4.1 The price
of the Goods shall be the Seller’s quoted price, or
where no price has been quoted or a quoted price is no longer
valid, the price listed in the Seller’s then current
price list. All prices quoted are valid for 30 days. All
prices are based on delivery Ex Works (Incoterms 2000) and
exclusive of any applicable value added tax, which the Buyer
shall additionally be liable to pay to the Seller.
4.2 The Seller reserves the
right, by giving notice to the Buyer prior to delivery,
to increase the price of the Goods to reflect any increase
in cost to the Seller due to any factor beyond the Seller’s
control, any change to the Contract requested by the Buyer,
or any delay caused by any instructions of the Buyer or
the failure to give such instructions.
5. PAYMENT TERMS
5.1 The Seller
shall be entitled to invoice the price of the Goods on or
at any time after delivery. If the Goods are to be collected
by the Buyer or the Buyer wrongfully fails to take delivery,
the Seller may invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are
ready for collection or has tendered delivery.
5.2 The Buyer shall pay the
price of the Goods (without set-off or any other deduction)
not later than the end of the month following the month
of delivery. The Seller may recover the price, notwithstanding
that delivery may not have taken place and the property
in the Goods has not passed to the Buyer. The time of payment
of the price shall be of the essence of the Contract.
5.3 If the Buyer fails to make
any payment on the due date then, the Seller may:
5.3.1 suspend all or any further
deliveries to the Buyer made under this or any other contract
with the Buyer without prejudice to the Buyer’s obligation
to the Seller under this or any other Contract, or to cancel
this or any other contract with the Buyer and to claim damages
from the Buyer; and
5.3.2 appropriate any payment
to such of the Goods ( or goods supplied under any other
Contract between the Buyer and the Seller) as the Seller
may think fit; and
5.3.3 charge the Buyer interest
(both before and after any judgement) on the amount unpaid,
at the rate of 3% per annum above Barclays Bank Plc base
rate from time to time accruing daily, until payment in
full is made.
5.4 The Seller may without
notice set off any sums owed to the Buyer in or towards
the satisfaction of all and any liabilities of the Buyer
to the Seller howsoever arising.
6. DELIVERY
6.1 Delivery
shall be made by the Buyer collecting the Goods at the Seller’s
premises at any time after the Seller has notified the Buyer
that the goods are ready for collection or, if some other
place for delivery is agreed by the Seller, by the Seller
delivering the Goods to that place.
6.2 Delivery dates are approximate
only and the time for delivery shall not be of the essence
of the Contract.
6.3 Where the Goods are to
be delivered in installments, each delivery shall constitute
a separate Contract. Failure by the Seller to deliver any
one or more of the instalments or any claim in respect of
one or more of the instalments shall not entitle the Buyer
to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to
deliver the Goods (or any instalment) for any reason other
than any caused beyond the Seller’s reasonable control
of the Buyer’s fault, the Seller’s liability
shall be limited to the excess, if any, of the cost to the
Buyer (in the cheapest available market) of similar goods
over the price of the Goods.
7. RISK AND PROPERTY
7.1 Risk of damage
to or loss of the Goods shall pass to the Buyer, in case
of Goods to be delivered at the Seller’s premises,
when the Seller notifies the Buyer that the Goods are available
for collection, or in case of Goods to be delivered elsewhere,
at the time of delivery or, if the Buyer wrongfully fails
to take delivery when the Seller tendered delivery.
7.2 Notwithstanding delivery
and the passing of risk, the property in the Goods shall
not pass until the Seller has received, in cleared funds,
full payment of the price of the Goods and all other goods
sold by the Seller to the Buyer under any other Contract.
7.3 Until the property in the
Goods passes to the Buyer:-
7.3.1 the Buyer shall hold
the Goods as the Seller’s agent or bailee, and shall
keep the Goods separate from all other goods and property
stored, protected and insured and identified as the Seller’s
property. The Buyer shall be entitled to resell or use the
Goods in the ordinary course of business, but shall have
a fiduciary duty to the Seller to account for the proceeds
of sale or otherwise of the Goods.
7.3.2 The Seller may require
the Buyer to deliver up the Goods to the Seller and, if
the Buyer fails to do so forthwith, to enter upon any premises
where the Goods are stored and reposess the Goods.
7.4 The Buyer shall not be
entitled to charge by way of security any of the Goods which
remain the property of the Seller. If the Buyer does so,
all moneys owing by the Buyer to the Seller shall, forthwith
become due and payable.
8. WARRANTIES AND LIABILITIES
8.1 The Seller
warrants that the Goods will correspond with their specification
at the time of delivery and will be free from defects in
material and workmanship for a period of 6 months from delivery
provided that:-
8.1.1 the Seller shall be under
no liability in respect of any defect in the Goods arising
from any drawing, design or specification supplied by the
Buyer;
8.1.2 the Seller shall be under
no liability in respect of any defect arising from fair
wear and tear, wilful damage, negligence, abnormal working
conditions, failure to follow the Seller’s instructions,
misuse or alteration or repair of the Goods without the
Seller’s approval;
8.1.3 if the total price for
the Goods has not been paid by the date due date for payment,
the Seller shall be under no liability, until the total
price for the Goods has been paid;
8.2 Any claim by the Buyer
under the warranty in Condition 8.1 shall be notified to
the Seller within 7 days from the date of delivery or, where
the defect or failure to correspond with the specification
was not apparent on reasonable inspection, within a reasonable
time after discovery of the defect or failure. If delivery
is not refused, and the Buyer does not so notify, the Seller
shall have no liability to the Buyer.
8.3 Following notification
of any valid claim under the warranty in Condition 8.8,
the Seller shall be entitled to replace the Goods (or the
part in question) free of charge or, at the Seller’s
sole discretion, refund to the Buyer the price of the Goods
(or a proportionate part of the price) without further liability.
8.4 Except in respect of death
or personal injury caused by the Seller’s negligence,
the Seller shall not be liable to the Buyer by reason of
any representation, or any implied warranty, condition or
other term, or any duty at Common law, or under the express
terms of the Contract, for any consequential loss or damage
(whether for loss of profit or otherwise), costs, expenses
or other claims for compensation whatsoever (whether caused
by the negligence of the Seller, its employees or agents
or otherwise) which arise out of or in connection with the
supply of the Goods or their use or resale by the Buyer
and the entire liability of the Seller under or in connection
with the Contract shall not exceed the price of the Goods,
except as expressly provided in these Conditions.
9. INSOLVENCY OF BUYER
If the Buyer becomes insolvent or ceases or
threatens to cease to carry on business or the Seller reasonably
apprehends that any of these events is about to occur, the
Seller shall be entitled to cancel the Contract and any
other Contracts with the Buyer or suspend any further deliveries
under the Contract and any other Contracts with the Buyer
without any liability. If the Goods or any other goods have
been delivered, but not paid for, the price shall become
immediately due and payable.
10. EXPORT TERMS
10.1 Where the
Goods are supplied for export, this clause 10 shall apply
notwithstanding any other provisions. Any terms or expression
which is defined in or given a particular meaning by the
provisions of Incoterms 2000 shall have the same meaning
in these Conditions, but if there is any conflict between
the provisions of Incoterms and these Conditions, the latter
shall prevail.
10.2 The Buyer shall be responsible
for complying with laws governing the importation of the
Goods and the payment of duties.
10.3 The Goods shall be delivered
FOB at the air or sea port of shipment. The Seller shall
be under no obligation to give notice under section 32(3)
of the Sale of Goods Act 1979.
10.4 The Buyer shall be responsible
for arranging for testing and inspection of the Goods at
the Seller’s premises before shipment and the Seller
shall have no liability for any defect which would be apparent
in inspection.
11. GENERAL
11.1 Neither
party shall be entitled to assign the whole or any part
of this Contract without prior written consent of the other.
11.2 Any notice required or
permitted to be given hereunder shall be in writing addressed
to the other party at it’s registered office or principal
place of business or such other address as may have been
notified. A notice shall be deemed to have been received,
in the case of a facsimile, upon transmission and, in case
of a letter, forty-eight hours after posting.
11.3 The failure of CTL-CENTRELINE to insist on strict performance of any of the
Terms and Conditions of the Contract will not be construed
as a waiver of any such Terms and Conditions and will in
no way affect the right of CTL-CENTRELINE to enforce
such provisions later.
11.4 If any provisions of these
Conditions is held to be invalid or unenforceable in whole
or part, the validity of the other provisions and the remainder
of the provision in question shall not be affected.
11.5 The Contract shall be
governed by the laws of England and the Buyer agrees to
submit to the non-exclusive jurisdiction of the English
courts.
For further information please contact us
by email at ppickering@coventrytoolholders.co.uk
