COMPRESSOR SHOP TERMS & CONDITIONS
Acknowledgement of Order means the document issued by the Seller to the Buyer agreeing and confirming the Contract in accordance with any Quotation and these terms and conditions. If no such document is issued Acknowledgment of Order means the oral acknowledgment given by the Seller to the Buyer agreeing and confirming the Contract.
Bespoke Goods means any products which have been manufactured by the Seller in accordance with a written Quotation (and where applicable any User Requirements Specification);
Buyer means the person or party specified in the Acknowledgement of Order;
Contract means a contract for the sale and supply of Products and/or Services by the Seller, such Contract to come in force in accordance with these terms and conditions;
Credit Account Application means the application form that the Buyer may be required to complete if credit is applied for. Products means the Factored Goods and where applicable any Bespoke Goods;
Factored Goods means any products which have not been originally manufactured by the Seller;
Quotation means the document issued by the Seller setting out details of the Products and/or Services to be supplied. If no such document is issued, Quotation means the oral quotation or price list given by the Seller in relation to any Products and/or Services and the subsequent oral offer made by any Buyer to purchase such Products and/or Services;
Seller means Cages Limited, (company number 4063849) whose registered office is at 135 Huddersfield Road, Dewsbury, West Yorkshire, WF13 2RP;
Services means the services which the Seller may supply;
User Requirements Specification means the specification detailing the intended functionality of the Bespoke Goods.
2.1 These conditions shall form the basis of the Contract between the Seller and the Buyer.
2.2 Notwithstanding anything to the contrary in the Buyer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by the Seller. No servant or agent has the power to vary these conditions orally, or to make representations or promises about the condition of the Products, their fitness for any purpose or any other matter whatsoever.
2.3 In entering into the Contract the Buyer acknowledges that it does not rely on any representations which are not so confirmed in writing
2.4 Where credit is given to the Buyer by the Seller, such Acknowledgement of Order is then additionally subject to satisfactory references
3.1 A Contract shall come into existence between the Buyer and Seller when the Seller issues and the Buyer receives an Acknowledgement of Order in respect of any Quotation.
3.2 The Buyer shall be responsible for ensuring the accuracy of the Quotation (including any applicable User Requirements Specification detailed therein) and for giving the Seller any necessary information relating to the Goods and/or Services within a reasonable time so as to enable the Seller to perform the Contract.
4. CANCELLATION & RETURNS
4.1 No Contract may be cancelled by the Buyer without the express written consent of the Seller.
4.2 For the avoidance of doubt, any cancellation by the Buyer relating to the Products, shall result in a cancellation charge to be calculated and payable as follows:
4.2.1 the Buyer shall pay an amount equal to 4% of the Contract price for every week (or part thereof) which elapses between the date of the Contract and the date of cancellation, subject to a minimum charge of 20% of the Contract price;
4.2.2 subject to Clause 4.2.1 above, where the date of cancellation is less than 30 days of the scheduled delivery date:
18.104.22.168 for any Bespoke Goods, the Buyer shall pay an amount equal to no less than 70% of the Contract price;
22.214.171.124 for any Factored Goods, the Buyer shall pay an amount equal to 35% of the Contract price.
4.3 Before consideration can be given to the acceptance of Factored Goods returned for credit, the Buyer must provide evidence of the original supply and the invoice number upon which they were charged.
4.4 The Seller reserves the right to:
4.4.1 refuse to accept any Factored Goods which are not in the condition so supplied or modified by the Seller pursuant to any Quotation.
4.4.2 make a 25% re-stocking charge for accepting goods returned for credit.
5.1 The prices quoted are those current at the date of Quotation and shall be subject to variation without notice to allow for any increase in costs coming into effect between the date of delivery or completion of the Contract, unless specifically stated otherwise in the Quotation.
5.2 List prices are subject to alteration without notice.
5.3 Where a Contract requires the Seller to supply Products imported or to be imported into the United Kingdom and in the course of supplying them, the cost to the Seller of doing so is increased by reason of variation in the rate of exchange for the pound sterling against foreign currency, the Seller shall be entitled to vary the Contract price so as to recover additional cost.
5.4 The Seller reserves the right to make a separate charge relating to the modification (including without limit any cutting) of any Factored Goods.
5.5 All prices are ex works unless otherwise stated and where the Seller agrees to deliver the Products otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
5.6 The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
6.1 Unless otherwise agreed in writing, the Seller’s invoices must be paid without discount within 30 days of the date of invoice and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Buyer.
6.2 The Seller reserves the right to withdraw or vary credit facilities at any time without either giving reason for so doing or thereby incurring any liability to the Buyer.
6.3 If the Buyer fails at any time to make prompt payment, the Seller shall be entitled forthwith to terminate the Contract or to suspend delivery until the Buyer’s default has been remedied and (without prejudice to the Seller’s other rights in the case of such default) to terminate the Contract at any time during any such suspension.
6.4 The Buyer agrees that it will not be entitled for any reason to make any deduction or withhold payment to the Seller.
6.5 Time for payment shall be of the essence of the Contract.
6.6 Interest is payable on overdue accounts at the rate of eight percent (8%) per month over the Bank of England base rate from time to time, to run from the due date for payment until receipt by the Seller of the full amount (including any accrued interest) whether before or after judgment. The Seller reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 in lieu of interest.
6.7 If in the opinion of the Seller the credit-worthiness of the Buyer deteriorates before delivery of the Products, the Seller may require full or partial payment of the price prior to performance of the Contract, or the provision of security for payment by the Buyer in a form acceptable to the Seller.
6.8 The Seller has a general lien on all property of the Buyer in the Seller’s possession (although the Buyer may have paid for it in full) in satisfaction of any amount owed by the Buyer to the Seller under any Contract. The Seller may do anything necessary to put such property into a sale-able condition, sell such property on such terms as it may think fit and retain from the proceeds of sale an amount equal to the amount owed by the Buyer to the Seller under any Contract and the costs or expenses incurred by the Seller in putting the property into sale-able condition and selling it.
6.9 The Seller is entitled to offset any amount owing to it from the Buyer against any amount owed to the Buyer by the Seller.
7.1 Delivery of the Products shall be made by the Buyer collecting Products at the Seller’s premises within 7 days of the Seller notifying the Buyer that the Products are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller or the Sellers Supplier delivering the Products to that place.
7.2 If the products are not collected within 7 days of Delivery then thereafter the Buyer will incur storage charges at the rate currently applied by the Seller. Details of such charges may be obtained by the Buyer upon request made to the Seller.
7.3 The Buyer shall take Delivery or accept the Products within the time limit provided in the Contract. If the Buyer fails to accept the Products, or to give the Seller adequate delivery instructions, the Seller will store the Products until actual delivery or until the Products are disposed of. The Buyer shall be liable for the costs of such storage and insurance of the Products. Alternatively the Seller may sell the Products at the best price readily obtainable and the Buyer shall be liable to pay the costs of the sale. If the products are sold for less than the price payable by the Buyer, the Buyer shall be liable to pay the Seller the difference in price.
7.4 Any dates quoted for delivery of the Products and/or Services are approximate only and the Seller shall not be liable for any delay in delivery of the Products and/or Services howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Products and or services may be delivered by the Seller in advance of the quoted delivery dates upon giving reasonable notice to the Buyer.
7.5 Where the Products and/or Services are to be delivered in installments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the installments in accordance with these conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.6 Where Bespoke Goods are delivered to the Buyer’s premises, unless otherwise agreed in writing the Seller shall only be required to site the Bespoke Goods. Connection to any third party equipment or power shall be the responsibility of the Buyer.
8.1 The Seller shall carry out its work during normal working hours and the Seller’s price is fixed accordingly. If special visits have to be made to the site or work has to be carried out in an uneconomical manner if time is lost or additional expenditure incurred due to the Seller’s operative being denied access to or waiting on site or having to return to the site to commence or continue work, the Seller reserves the right to make an extra charge to cover such cost.
8.2 The Seller reserves the right to make an extra charge should these conditions not be fulfilled. Notification of such charges maybe obtained by the Buyer at his request from the Seller.
8.3 All safety, health and welfare facilities and arrangements where applicable are required to comply with all health and safety regulations and legislation for the time being in force and are to be provided by the Buyer free of cost to the Seller.
9. RISK AND PROPERTY
9.1 Risk of damage to or loss of the Products shall pass to the Buyer:
9.1.1 in the case of Products to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Products are available for collection; or
9.1.2 in the case of Products to be delivered otherwise than at the Seller’s premises, at the time of delivery; or
9.1.3 if the Buyer wrongfully fails to take delivery of the Products, the time when the Seller has tendered delivery of the Products.
9.2 Notwithstanding the delivery and the passing of risk in the Products or any other provision of these conditions, the property in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of Products and all other Products agreed to be sold by the Buyer for which payment is then due.
9.3 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller’s fiduciary agent and bailee and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to re-sell or use the Products in the ordinary course of its business and shall account to the Seller for the proceeds of sale and to keep all such proceeds separate from any monies or property of the Buyer and third parties.
9.4 Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer failed to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.
10. WARRANTIES AND LIABILITY
10.1 Subject to the conditions set out below, the Seller warrants that the Products and/or Services shall:
10.1.1 materially correspond with the Quotation; and
10.1.2 be free from defects in material and workmanship for a period of 12 months from delivery.
10.2 The Seller further warrants that any Bespoke Goods shall:
10.2.1 operate and function in accordance with the User Requirement Specification for a period of 12 months from delivery;
10.2.2 have an appearance which is similar (but not identical) to that detailed within any general assembly drawing prepared by the Seller from time to time.
10.3 The warranties set out in Clauses 9.1 and 9.2 are given by the Seller subject to the following conditions:
10.3.1 the Seller shall be under no liability in respect of any changes to the Products which are required to ensure conformity with any applicable statutory requirements;
10.3.2 the Seller shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Buyer;
10.3.3 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 allow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Products without the Seller’s approval;
10.3.4 the Seller shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment;
10.3.5 the above warranties do not extend to Factored Goods, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.4 Where the Products are sold under a consumer transaction the statutory rights of the Buyer are not affected by these conditions.
10.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Products and/or Services (whether or not delivery is refused by the Buyer) must be notified to the Seller within 7 days from the date of delivery or (where the defect or failure 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 notify the Seller accordingly, the Buyer shall not be entitled to reject the Products and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
10.6 Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products and/or Services is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Products (or the part in question) or carry out the required Services free of charge, or at the Seller’s sole discretion, refund to the Buyer the price of the Products and/or Services (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
10.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by any reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of earnings, profit, business opportunity 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 Products 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 Products, except as expressly provided in these conditions.
10.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Products and/or Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
11. REGULATORY COMPLIANCE
11.1 If a licence, consent or permission of any government or other authority is required for the acquisition, carriage or use of the Products and/or Service by the Buyer, the Buyer shall obtain the licence or consent at its own expense and if requested/necessary produce evidence of it to the Seller on demand. Failure to obtain any licence or consent does not entitle the Buyer to withhold or delay payment of the price. The Buyer shall pay any additional expenses or charges incurred by the Seller resulting from such failure.
11.2 The Buyer shall be responsible for arranging for the testing and inspection of the Products at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Any general assembly drawing, together with any other plans, drawings, specifications and samples submitted by the Seller are the property of the Seller, which are to be used between the Seller and the Buyer only. The intellectual property rights, including (without limit) any copyright, design or patent rights in the same and in the Products, if designed or adapted by the Seller, shall remain with the Seller and shall not be used or copied by the Buyer save solely in connection with the use by the Buyer of the Products.
12.2 Plans, drawings and specifications prepared or supplied by the Buyer shall remain the property of the buyer.
12.3 The Seller may write or affix its name to the Products if the Seller’s patents, trademarks or copyright features are embodied in the design.
12.4 The Seller shall be free to exploit its intellectual property rights in any Products designed or adapted by it unless the Buyer has paid an additional fee to be agreed for the exclusive use of such Products.
12.5 If the Products are to be manufactured or any process is to be applied to the Products by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damage and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
13.1 If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation or a receiver is appointed or the Buyer ceases or threatens to cease to carry on business or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract or suspend any further deliveries without any liability to the Buyer and if the Products have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous arrangement or agreement to the contrary.
14. FORCE MAJEURE
14.1 If the Seller is prevented, hindered or delayed from complying with its obligations in accordance with these conditions by a force majeure event, the Seller may at its own option and without any liability for any loss or damage suffered by the Buyer as a result:
14.1.1 suspend deliveries while the force majeure event continues;
14.1.2 if the Seller has insufficient stocks to meet its commitments, apportion available stocks between its customers as it decides;
14.1.3 terminate the Contract with immediate effect by written notice to the Buyer.
15.1 The Buyer may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract without first having obtained the Seller’s written consent.
15.2 The invalidity, illegality or unenforceability of the whole or part of a condition does not affect or impair the continuation in force of the remainder of these conditions.
15.3 The failure by the Seller to exercise or delay by the Seller in exercising a right or remedy provided by a Contract or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by a Contract or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
15.4 A notice under or in connection with a Contract shall be in writing and shall be delivered personally or sent by first class post pre-paid recorded
delivery (and airmail if overseas) or by fax to the party due to receive the notice at its last known address.
15.5 Unless there is evidence that it was received earlier a notice is deemed given:
15.5.1 if sent by post two days after posting it;
15.5.2 if sent by fax on completion of its transmission/when clearly received in full.
15.6 A person who is not a party to a Contract shall have no rights under the Contracts (Rights of Third Parties Act) 1999 to enforce any of its terms.
15.7 These conditions, together with the documents referred to in it, constitute the entire agreement understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties relating to such matters.
15.8 All conditions, warranties and representations, expressed or implied by statute, common law or otherwise, (including without limit the Sales of Goods Act 1979 and the Sales & Supply of Goods & Services Act 1982) in relation to the supply, non supply or delay in carrying out any obligations pursuant to any Contract are excluded to the fullest extent permitted by law.
15.9 Each Contract is governed exclusively by English law and the parties submit to the exclusive jurisdiction of the English courts.