Terms and Conditions of Sale:
-
Definitions:
“the
company” means Control Developments (UK)
Ltd
“the
Buyer” means the person, firm or company specified on the
contract.
“the
Contract” means the contract accepted by the buyer confirmed by the
receipt of the first purchase
order.
-
Ruling Conditions:
All
contracts of sale are made by the Company subject to these
conditions and any printed conditions
on the Buyer’s order form or other documents shall not apply unless
and to the extent only that they
shall have been expressly accepted by the Company in
writing. These
conditions can be varied or
added to or suspended only by agreement in writing between the
parties or by typed or written
amendment on the face of this document or some attachment to this
document.
-
Price and Payment:
(a)
The invoiced price of goods and services shall be paid 30 days from
the date of the invoice (this
being called “the due date” in these Terms and Conditions of
Sale).
(b)
If any payment by the Buyer under the Contract shall be overdue the
Company shall be entitled to
charge interest upon such overdue payment from the due date until
payment at the rate of
2% over the current base lending rate of Barclays Bank
Plc.
-
Delivery:
Whilst
the Company will do it’s best to meet the delivery date requested
by the Buyer, if for any unforeseen
reasons, delivery is delayed, the Company will keep the Buyer duly
informed, but will not be
liable for any loss, costs, damages or expenses (direct, indirect
or consequential) suffered by the Buyer as
a result of a delayed delivery, unless specific terms are agreed
for a specific project, duly agreed and
signed by both parties.
-
Instalment Contracts:
Where
goods are delivered in instalments in accordance with the Buyer’s
order, failure to pay any
invoice raised in respect of the instalments and goods delivered,
shall (without prejudice to the
Company’s rights under Condition 3 ), entitle the Company to
withhold further supplies, until such time
as the Buyer’s breach of contract is
resolved.
-
Risk and Passing of Title
a)
Goods will be at the Buyer’s risk from the time of delivery to the
Buyer’s premises, or other
specified delivery address by the Buyer.
b)
The Company shall be under no liability to the Buyer in respect of
shortage of delivery or
damaged to goods in transit, unless the Buyer notifies the Company
in writing of its claim within
24 hours of delivery. The Company shall be under no liability to
the Buyer in respect of goods lost
in transit unless the Buyer shall notify the Company in writing
within 7 days of the Company‘s
notification of dispatch of goods. If the Buyer shall fail to
notify the Company of any discrepancy
within the time limits stipulated in this sub-clause (b), the goods
shall be deemed to
have been the Buyer’s risk from the time of dispatch from the
Company’s premises.
c)
Legal title to the goods shall remain with the Company until the
Company has received all sums owing
by the Buyer whether under the contract or any other account with
the Company.
d)
The Buyer acknowledges that he is in the possession of the goods
solely as bailee for the Company
until such time as all sums owing by the Buyer, whether under the
contract or on any other
account with the Company have been paid and until such time as the
Buyer shall become the
owner of the goods, he shall store them separately from his own
goods and in such a way as
makes them readily identifiable as the goods of the
Company.
e)
The Buyer’s right to possession of the goods shall cease if the
Buyer not being a company,
commits an act of bankruptcy or suffers a bankruptcy order to be
made against him, or makes
a proposal to his creditors for a composition in satisfaction of
his debts or a scheme of arrangement of his affairs being a
proposal which provides for some person to act in relation to
Control Developments UK Ltd the composition or scheme either as
trustee or otherwise for the purpose of supervising
its implementation,
or if the Buyer being a company, suffers or permits the appointment
of an administrator or administrative receiver (as those
expressions are defined in the Insolvency Act 1985), over the whole
or any of its assets, or if a petition is presented for the winding
up of the Buyer, or if the Buyer convenes a meeting of it’s
creditors for the purpose of winding up. For the purpose of the
recovery of it’s goods, the Company may enter upon the premises
where they are stored and repossess
them.
-
Warranty:
a)
The Company warrants that the goods shall at the time of delivery
be free from any patent defects in workmanship and materials. If
any goods do not conform to this warranty, the Company will at it’s
option:-
i. replace the
goods found not to conform to the warranty,
or
ii.
take such steps as the Company deems necessary to bring the goods
into a state where they are free from such defects,
or
iii.
take back the goods found not to conform to the warranty and refund
a proportionate part of the purchase price.
Provided that the liability of the Company shall in no event exceed
the purchase price of the goods
b) The foregoing warranty is conditional upon:
i. the Buyer giving written notice to the Company of the alleged
defect in the goods within 24 hours of delivery of the goods:
and
ii. the Buyer affording the Company a reasonable opportunity to
inspect the goods and, if so requested by the Company, returning
the allegedly defective goods to the
Company’s premises, packed and carriage pre-paid to enable
inspection to take place there; and
iii. the Buyer making no further use of the goods that are alleged
to be defective after the time at which the Buyer discovers or
ought reasonably to have discovered
that they are defective.
c) Save as provided in paragraph (a) of this condition:
i.
all conditions or warranties express or implied statutory or
otherwise, or as to the quality or fitness for purpose of the goods
or otherwise howsoever are hereby excluded;
and
ii.
the Company shall be under no liability for any loss or damage
(whether direct, indirect or consequential) howsoever arising
suffered by the Buyer.
d) Any warranty provided by the Company is explicitly a
'back-to-base' warranty, unless agreed otherwise in writing by a
Director of the Company. This means that the Buyer is responsible
for shipping the alleged faulty goods to the Company at their cost,
and the Company will inspect and if necessary remedy any
faults at the Company premises. If the warranty claim is deemed to
be justified, the Company will ship the goods to the original
shipping location at it's cost, or an alternative location at
the Buyer's cost. The Buyer is responsible for insuring the goods
that are returned to the Company, or for underwriting them to their
original sales price if insurance is not provided.
i.The Company is the final arbiter of what (if anything) has failed
in the unit, and is not required to provide proof, test results or
data to justify theirposition.
ii.The warranty commences from the date the unit arrives at the
Buyer's shipping address, and continues until the goods leave the
Buyer's shippingaddress to be returned to the Company. Goods that
are returned after the expiry of the agreed warranty period will
not be deemed to be 'underwarranty'. The standard warranty provided
by the Company is for a period of 12 months, unless agreed
otherwise in writing.
-
Infringements of Patents etc:
The
Buyer shall indemnify the Company against all damages, costs and
expenses suffered or incurred as a result of the work done or
materials supplied in accordance with the Buyer’s specification
which involves the infringement or alleged infringement of any
patent registered design or other intellectual property or
equitable right of any third party.
-
Force Majeure:
The
Company shall have the right without incurring any liability to the
Buyer, to cancel the Contract or reduce the volume of goods
delivered, if it is prevented from or hindered in delivering the
goods as a result of any circumstances beyond it’s control
including (but not limited to) Industrial action, war, fire, or
prohibition or enactment of any kind.
-
Sub-Contracting:
The
Company shall be entitled to sub-contract any of it’s obligations
under the Contract.
-
Law:
All
matters relating to the formation, performance and discharge of the
Contract shall be governed by English Law.
Certificate of
employers' liability insurance: