Ceandess (Wolverhampton) Ltd
Dixon Street, Wolverhampton, WV2 2BX
Terms & Conditions
1. These conditions apply to all orders and contracts for the supply of any goods by Ceandess (Wolverhampton) Limited (“the Company”) to the Company’s customers (“the Customer”) and no variation of these conditions is to have any effect unless accepted in writing by the Company. These conditions are the only conditions upon which the Company transacts business and shall be incorporated in the Company’s contract with the Customer for the sale of goods to the exclusion of all other terms and conditions, including any terms or conditions specified or referred to in any order placed by the Customer. If goods are supplied by the Company on any trade term which is defined in the current edition of Incoterms published by the International Chamber of Commerce, the use of that trade term shall have the meaning and effect set out in Incoterms and shall impose on the Company and the Customer, as seller and buyer respectively, the obligations therein stated subject only to any provision of these conditions to the contrary.
- These conditions and any contract made in accordance with them shall be subject to and construed in accordance with English Law and the Company and the Customer irrevocably submit to the exclusive jurisdiction of the English Courts, except where the country in which the Customer is constituted is not a party to an agreement with the United Kingdom for the reciprocal enforcement of judgments. In which case all disputes shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. Such arbitration shall take place in London.
- All quotations made by the Company shall be invitations to treat and all orders placed by Customers shall be subject to acceptance by the Company.
- The Customer shall be solely responsible for the accuracy and suitability of its designs, drawings, specifications and other data supplied to the Company by the Customer, its employees or agents and in conformity with which the Company is to manufacture the goods and shall be entitled to accept the same as being without defect not withstanding that the Company may have examined, inspected, studied or commented to the Customer upon such designs, drawings, specifications or other data. The Customer shall be solely responsible for notifying the Company of the Customer’s intentions to use goods supplied by the Company for any purpose other than their normal purpose.
- (i) The Customer shall indemnify the Company against all actions, proceedings, claims, losses, damages, costs and expenses which may be brought against or incurred by the Company by reason of its manufacturing and supplying the goods in accordance with designs, drawings, specifications or other data supplied to the Company by the Customer whether or not it is alleged in such actions, proceedings and/or claims that any patent, trade mark, registered design, copyright, design right, confidential information or other intellectual property or exclusive right of any third party has been infringed.
(ii) The Customer shall indemnify the Company against all actions, proceedings, claims, losses, damages, costs and expenses which may be brought against or incurred by the Company resulting directly or indirectly from any claims brought under the Consumer Protection Act 1987 by an individual (including an employee of the Customer) as a result of any misuse of the goods supplied by the Company to the Customer.
- The Company reserves the right to alter the specifications of any goods without prior reference to the Customer provided that such alteration does not reduce the standard of the previous specification or conflict with any special requirements in the Customer’s order.
- Where specifications are to be supplied by the Customer, the Customer shall supply the same in reasonable time to enable the Company to complete delivery within the period named.
- 8. (i) Without prejudice to clause 15, the Customer shall be deemed to have accepted the goods supplied by the Company as being free from any defect in materials or workmanship and as complying with any designs, drawings, specifications or other data supplied to the Company by the Customer and otherwise as conforming with the Company’s contract with the Customer unless, within 7 days of receipt of the goods, the Customer notifies the Company in writing of any such defect or any such failure to comply or conform.
(ii) In default of compliance with the foregoing provision of this clause, the Customer shall not be entitled to refuse to take delivery of the goods or any part of them.
- Where the contract is for delivery in instalments defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the contract.
Time for Delivery
- Where a period is named for delivery and is not extended by mutual agreement in writing, then subject to the right of the Company to suspend, delay or cancel delivery the Customer shall take delivery within that period.
- 11. The Company reserves the right to make part deliveries.
- 12. Although the Company will use its reasonable endeavours to deliver goods at the rate and at the time quoted for delivery, time shall not be of the essence and any failure by the Company to deliver goods as aforesaid (it having used its reasonable endeavours to do so) shall not constitute a breach of contract by the Company entitling the Customer to terminate its contract with the Company and/or to claim damages against the Company.
- 13. If the Company is delayed in, or prevented from, performing its contract with the Customer or any part thereof, by circumstances beyond its control such as industrial disputes, fire, severe weather conditions, decisions or actions of any government or other authority, shortages of materials, power of machinery, breakdown or failure, war, threat of war, interruption or reduction in communications or means of transport or failure by the customer to give adequate or any instructions when requested to do so by the Company to enable the Company to fulfil its obligations under the said contract, then the Company may suspend further performance of the said contract for so long as it is so delayed or prevented and such suspension shall not constitute a breach of contract by the Company. The Company shall notify the Customer, in writing, of any such suspension of performance of the said contract and if such suspension continues for more than four weeks either the Company or the Customer may by notice in writing to the other terminate the said contract but without prejudice to the Company’s right to be paid in accordance with the said contract for any part of the goods which have been despatched to the Customer prior to the suspension of performance of the said contract.
Liability and Indemnity
- (i) If the goods are to be supplied by the Company entirely in accordance with designs, drawings, specifications and other data supplied by the Customer, then the Customer acknowledges that provided that the goods are so supplied, the Company shall not be liable to the Customer in contract or in tort for any loss or damage the Customer may suffer because, the goods subsequently prove to be unsuitable for the purpose or purposes for which the Customer required them or prove not to be of merchantable quality within the meaning of the Sale of Goods Act 1979.
(ii) If the Customer establishes to the reasonable satisfaction of the Company that:
(a) There is a defect in the materials or workmanship of the goods; or
(b) Where clause 14 (i) is not applicable, there is a defect in the design of the goods; or
(c) Where the clause 14 (i) is applicable, there is a failure on the part of the Company to supply goods in accordance with the designs, specifications or other data supplied by the Customer; or
(d) There is some other failure on the part of the Company in relation to the goods to conform with the Company’s contract with the Customer.
Then the Company shall at its option either;
(e) Replace the goods with other goods which in all respect are in accordance with the said contract;
(f) Replace or make good such defect or failure free of charge; or
(g) Agree with the Customer that the Customer will retain the goods in the condition in which they are in, in consideration of a reduction in their price to compensate the Customer for the defect or failure. Subject in every case to the remaining provisions of this clause 14.
(iii) Clause 14 (ii) (“the Guarantee”) shall not apply;
(a) Unless the Customer notifies the Company, in writing, of the alleged defect or failure immediately upon its first becoming aware thereof and in any event within three months of the date upon which the risk in the goods passed to the Customer under the provisions of clause 19; and
(b) Unless the Customer, as soon as reasonably practicable, after first becoming aware of the alleged defect or failure returns the goods where it is practicable to do so to the Company, carriage paid, for inspection, examination and testing and in any other case permits the Company to have access to the goods at the Customer’s premises, or other location, where they may be for such purposes.
(iv) The Guarantee is in substitution for any other legal remedy of the Customer in respect of the alleged defect or failure and the liability of the Company shall, in all such cases and for all such purposes, be limited to the obligations imposed by the Guarantee. Any other condition, warranty, representation or undertaking on the part of the Company as to the quality of the goods or their fitness or suitability for any purpose however and whenever expressed or which may be implied by statute, custom of the trade or otherwise is hereby excluded and the provisions of Sections 13 – 15 inclusive of the Sale of Goods Act 1979 shall not apply to the said contract, except where the Customer deals as consumer within Section 12 of the Unfair Contract Terms Act 1977. Except as and to the extent provided by the Guarantee, the Company shall not be liable to the Customer in contract, tort or for breach of statutory duty for any loss or damage direct, indirect or consequential (including economic loss of any kind) which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the said contract by the Company, its employees or agents.
(v) Nothing contained in this clause 14 shall operate so as to:
(a) Exclude the liability of the Company for death or personal injury resulting from the negligence of the Company, its employees or agents.
(b) Exclude the conditions and warranties implied by Section 12 of the Sales of Goods Act 1979; or
(c) Impose on the Company any liability in respect of any representation, suggestion or comment with regard to the goods made by the Company, its employees or agents in the course of any negotiations between the Company and the Customer leading to the making of the said contract unless in the case of any such representation, the Company has expressly agreed in writing that it shall be a term of the said contract.
Passing of Risk
- Delivery of the goods shall be deemed to take place at the time at which they are unloaded at the Customer’s premises, or other delivery location specified in the Company’s contract with the Customer. The risk in the goods shall unless otherwise agreed in writing pass to the Customer on delivery. The reservation of title contained in Clause 19 of these conditions shall not affect the customer’s responsibility to effect insurance cover as from delivery.
Passing of Property
- (i) Title to and property in the goods shall remain vested in the Company not withstanding their delivery and the passing of the risk therein to the Customer until:
(a) The price of the goods, has been paid, discharged and satisfied in full.
(b) All other money payable by the Customer to the Company on any other account or pursuant to any other contract whether or not then due has been paid, discharged, satisfied in full.
(ii) Until the title to and property in the goods passes to the Customer, the following provisions shall apply;
- The Company may at any time, without prior notice to the Customer, repossess and resell the goods if any of the events specified in clause 23 occurs, or if any sum due from the Customer to the Company under the Company’s contract with the Customer or on any other account or pursuant to any other contract is not paid on the due date for payment. For the purpose of exercising its rights under this clause 16 (ii) a) the Company, its employees or agents, together with any vehicles considered by the Company to be necessary, shall be entitled at any time without prior notice to the Customer to free and unrestricted entry upon and access to the Customer’s premises and/or other locations where any of the goods are situated;
- The Customer shall store the goods in a proper manner, in conditions which adequately protect and preserve them, without charge to the Company and shall ensure that they are clearly identified as belonging to the Company. The Company shall be entitled to examine the goods in storage at any time during normal business hours and upon giving the Customer reasonable notice of its intention to do so a enter any premises owned or occupied or access to which is controlled by the Customer for that purposes.
- The Company shall be entitled to maintain an action against the Customer for the price of the goods, not withstanding, that the title to and property in the goods has not passed to the Customer.
(iii) The rights and remedies conferred upon the Company by this clause 16 are in addition to and shall not in any way prejudice, limit or restrict any other rights or remedies of the Company
- (i) Unless otherwise agreed in writing the price for any goods shall be the Company’s price ruling at the daof dispatch.
(ii) All prices quoted are exclusive of and subject to the addition of V.A.T.
(iii) Unless otherwise agreed all prices are quoted “ex works” and where the Company agrees to deliver goods all
carriage and other delivery charges are payable by the Customer in addition to the price quoted.
- (i) The Company shall have the right to deliver against any order an excess or deficiency of up to 10% of weight or volume ordered and shall be entitled to invoice the Customer for the weight or volume actually delivered and the provisions of sub-sections (1) and (2) of Section 30 of the Sale of Goods Act 1979 shall not apply.
(ii) Variations of less than 1% from invoice quantity in respect of any consignment shall be disregarded. The
Company shall be entitled to deliver the total weight or volume of any contract in containers of such varying weights and sizes as it may decide.
(iii) Short delivery in the invoice weight or volume of the goods shall only entitle the Customer to claim a proportionate adjustment in the purchase price.
Terms of Payment
- (i) Unless otherwise provided payment shall be made by the Customer no later than 30 days from the date on which the goods were dispatched. If payment is overdue by 7 days the Company reserves the right to invoice a late payment charge. Should the Customer fail to comply with the terms of payment the Company should also be entitled to interest on any amount outstanding after the due date for payment at the rate of 2.5% above the base rate of Barclays PLC then in force.
(ii) In the event of the contract providing that goods shall be delivered by installments each installment shall be considered to be a separate contract and construed as such in accordance with these conditions. In particular failure by the Customer to make payment by the due date, for any one installment for whatever reason, entitles the Company to suspend deliveries or work upon this or any other contract between the Company and the Customer but without prejudice to any other rights the Company may have under the provisions of the Contract.
(iii) Where the Customer alleges there are defects in a proportion of the goods supplied then the customer cannot delay or refuse payment for those goods which the Company undertakes to correct or replace.
(iv) For new credit accounts the Company requires two approved trade references and one banker’s reference for the Customer.
(v) If the Customer cannot accept delivery when the goods are completed ready for delivery then the time when the goods are ready shall count as the delivery date and payment shall be made accordingly unless otherwise agreed in writing by the Company.
- If, before delivery is effected, there arises reasonable grounds for the Company to believe that the Customer will not be able to fulfil its payment obligations, the Company shall have the right to demand from the Customer security for payment. From the date of demand for security until the date of satisfactory provision of the same, the Company shall be under no obligation to do any act or thing to implement any part of the contract. If security acceptable to the Company is not offered within such reasonable period, as may be specified by the Company, the Company may terminate the Contract without further liability on its part but, the Customer shall be liable to the Company in respect of any losses (including loss of profit) incurred by the Company as a consequence of such determination.
- All property (including tooling) belonging to the Customer but held by the Company for the purpose of supplying goods to the Customer shall be entirely at the Customer’s risk while it is at the Company’s premises or is in transit to, or from, the Customer and the Company shall not be liable for any loss of, or damage to, such property (including tooling) unless such loss or damage is due directly to the negligence of the Company, its employees or agents. Without prejudice to any other rights and remedies which the Company may have, the Company shall in respect of all debts due and payable by the Customer to the Company have a general lien on any goods and property (including tooling) belonging to the Customer in the Company’s possession and shall be entitled, upon the expiration of 14 days-notice in writing to the Customer, to dispose of such goods and/or property (including tooling) as it thinks fit and to apply any proceeds of sale thereof towards the payment of such debts.
Trade Marks and Patents
- The supply of goods by the Company shall not confer any right upon the Customer to use any patents, trade-marks, copyrights, design rights or registered or other designs of the Company without prior written consent of the Company and at all times such patents, trade-marks, copyrights, design rights or registered or other designs shall remain the sole property of the Company.
Termination of Contract Will Occur
- If the Customer shall breach any of these conditions or any other provision of the contract or any other of its obligations to the Company.
If any distress or execution shall be levied upon the Customer’s property or assets, or if the Customer shall make or offer to make any arrangement or composition with its creditors.
If any distress or receiving order in bankruptcy shall be presented or made against the Customer, or the Customer is a limited company and any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction) or to appoint an administrator, administrative receiver or receiver shall be passed or presented.
If an administrator, administrative receiver or receiver of the Customer’s undertaking property or assets or any part thereof shall be appointed, or if the Customer suffers or undergoes any procedure or any part thereof shall be appointed.
If the Customer suffers or undergoes any procedure analogous to any of those set out above in the country in which the Customer is constituted.
The Company shall then have the right forthwith to terminate any contract then subsisting between the Company and Customer and upon written notice of such termination being posted to the Customer’s registered office or principal place of business or (being an individual) his last known address in the United Kingdom, any such contract shall be deemed to have been determined without prejudice to any other claims or right the Company may otherwise make or exercise.