Carrtech Consumables Terms & Conditions of Sale
Conditions of Sale
In these conditions “Seller” refers to Carrtech Consumables and its subsidiaries, associated or operating companies and “Buyer” refers to the individual firm or company to whom the quotation is addressed or whose order is accepted by the seller. No other conditions are incorporated or implied into any contract between the Buyer and the Seller unless expressly accepted in writing by the Seller. All references to prices, goods and services contained in these conditions shall be taken to mean the price, goods and services detailed in the relevant order issued (“Purchase Order”).
“Contract Documentation”means all documents which form part of, constitute or evidence the Supply Contract or any terms of the Supply Contract, including these Conditions, and including any quotations, offers, orders, acknowledgement of order, and acceptances, and any documents incorporated by reference in any of them.
Goods – The expression “Goods” means all materials and products supplied by the Seller to the Buyer.
Risk – all Risk in the goods shall remain with the seller until delivery by the seller or collection of the goods by the Buyer or payment for the goods by the Buyer, whichever is the earlier, at which time the risk in the goods shall be transferred to the Buyer.
Delivery – Any time and date for delivery of the goods and completion of services is given as accurately as possible but not guaranteed. Except where otherwise agreed, the seller shall deliver to the Buyers premises stated in the Buyers orders. In the event that the seller is unable to deliver the goods at the agreed time, it shall endeavour to notify the Buyer of the delay. Upon notice by the Seller, the Buyer agrees to negotiate in good faith with the seller to agree a new delivery date. The Seller shall not be liable for the consequence of any delay, nor shall the Buyer be entitled to damages, or to cancel the order, or to refuse delivery solely on the grounds of such delay.
The seller reserves the right to deliver less or more than the quantity of goods ordered by up to 10% subject to agreed contract review.
Unless otherwise expressly agreed, the Buyer is responsible for unloading the delivery vehicle and for loss or damage to the goods during the course of unloading.
The Buyer must give the seller notice within 24 hours of receipt of any shortages or defects in the goods. The Buyer shall have no claim for shortages or defects apparent on visual inspection unless:
- A written complaint is received by the Seller within five working days of receipt of the goods specifying the shortage ordefect.
- The defective goods are returned to the supplier.
- Where the seller is notified of the defect of the goods in accordance with this provision, the Seller shall repair or replace the goods as its sole option.
Liability – The Seller or the Sellers manufacturer or suppliers provide written instructions and / or advise to the Buyer for the safe use of the Sellers goods. The seller accepts no liability whatever for any losses, costs or other claims caused as a result ofthe Buyer’s failure to use the Sellers goods, or packaging in accordance with the written safety instruction and or advice.
Where the Seller delivers the goods and packaging to the Buyer, the point of delivery will be the vehicle’s side and the seller accepts no liability whatever for any losses, costs or other claims in connection with the transfer of the goods and packaging from the vehicles side to the Buyer’s storage location.
Where the Seller delivers the goods to the Buyer, the Seller ensures that all packaging is suitable to protect the goods from damage during delivery. The Seller cannot accept no liability for any loss or damage caused where such packaging is used for the further transportation of the goods or other unconnected goods and the Buyer must satisfy himself that the goods are safely packaged for such transportation.
Where the Buyer collects the goods from the Seller, although the Seller may inspect any collection vehicle used by the Buyer, the Seller shall not be responsible for any losses caused or claims made to the Buyer as a result of the unsuitability of the vehicle in any respect whatsoever.
Unless the Seller has specifically confirmed to the Buyer that the goods are suitable to be mixed with any other goods, the Seller accepts no liability for admixture of the goods with any other goods and it shall be the Buyer’s sole and entire responsibility to ensure that the products concerned and the containers to be used are entirely suitable for such admixture and / or for the transfer of such.
Price & Payment–All prices, unless otherwise stated, are quoted exclusive of VAT. In addition, unless otherwise specified in writing by the seller, quotations issued in a currency other than sterlingmay be subject to amendments in the event of fluctuations in the applicable exchange rate prior to the date of invoice.
Delivery costs shall not, unless otherwise specified in writing by the seller be included in the quote price.
The Seller shall provide the Buyer 30 days advance notice of any price increase. The Buyer shall be entitled to cancel its order by providing written notice to the Seller, only if the goods or service provided under that relevant purchase order are provided by the Seller out of the Sellers normal stock offering and do not form part of a particular stocking arrangement, notice to be given within 7 days of the Buyer receiving notice of the price increase. If written notice of the cancellation is not received by the Seller within 7 days then the contract will continue in force.
All prices stated are exclusive of VAT and any other applicable taxes, and do not include delivery or packaging charges and are not subject to any discount. Unless otherwise agreed by the Seller, in writing, payment of all invoices for Goods supplied shall be made within 30 days of invoice date. Payment, in respect of the sale of Goods by way of export sale, is due on the date specified by the Seller at the date of formation of the Contract, in the currency stated by the Seller and in accordance with the method of payment stipulated by the Seller.
In the case where delivery has been postponed at the request of or by the default of the Buyer, then the seller may submit its invoices at any time after the goods are ready for delivery or would have been ready in the ordinary course but for the request or default as aforesaid.
Where goods are delivered by instalment the seller may invoice each instalment separately and the Buyer shall pay such invoices in accordance with these conditions.
No disputes arising under the contract, nor delays beyond the reasonable contract of the Seller, shall interfere with the prompt payment in full by the Buyer.
In the event of default in payment by the Buyer, the Seller shall be entitled, without prejudice to any other right or remedy, to withhold all further deliveries on, or to cancel any unexecuted part of any contract or contracts between the Seller and the Buyer without notice. The Seller reserves the right to add one month’s interestof 4% above Bank of England Base Lending Rate to every invoice for each month or part of a month by which the invoice remains outstanding beyond the aforesaid 30th day after the invoice is dated. The invoice so calculated will be added to any interest charged for a previous month or months in which the invoices remained unpaid.
Credit– The Seller reserves the right, at any time, to withhold credit facilities from or to limit the amount or period of credit it will grant to a Buyer.
Guarantee – Except as otherwise provided in these conditions, section 12 of the sale of goods act 1979 is implied into the contract and all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
The goods supplied by the Seller shall be in accordance with the specification supplied by the Seller (if any) and shall be of satisfactory quality but are not tested or sold as fit for any particular purpose unless specifically agreed in writing by the Seller. The services shall also conform to the specification supplied by the Seller (if any) and be carried out with all reasonable care and skill.
If the condition of the goods or services is such or would (subject to these conditions) entitle the Buyer to claim damages, to repudiate the contract or to reject the goods or services the Buyer must first ask the Seller to repair the goods or supply satisfactory substitute goods or services and the seller shall then be entitled at its option to repair or supply satisfactory substitute goods or services free of cost and within a reasonable time or to repay the prices of the goods or services in respect of which the complaint is made.
If the Seller does repair or supply satisfactory substitute goods or services or effect repayment under conditions above, the Buyer shall be bound to accept such repaired or substitute goods or services or repayment and the Seller shall be under no further liability in respect of any loss or damage whatever nature arising in relation to those goods or services.
Trade Mark – All trademarks registered or unregistered design rights, copyrights, confidential information such as knowhow and intellectual property rights of any nature(“intellectual property”) in all goods or services supplied by the Seller and/or its suppliers. The Seller reserves the right at any time to require the Buyer forthwith to discontinue the use in any manner whatsoever any such trademark or other intellectual property.
Reservation of Title - The title to the goods shall only pass to the buyer if the Buyer has paid to the seller all sums (including any default interest) due from it to the Seller under this contract and all other contracts between the Seller and Buyer (including any sums due under contracts made after this contract) whether or not the same are immediately payable.
The Seller may recover goods in respect of which title has not passed to the Buyer at any time and the Buyer irrevocably licences the Seller, it’s officers, employees and agents to enter upon any premises of the Buyer, with or without vehicles, for the purpose either of satisfying that conditions below are being complied with by the Buyer or of recovering any goods in respect of which title has not passed to the Buyer.
Until title to the goods has passed to the Buyer under these conditions it shall possess the goods as fiduciary agent and bailee on the Seller. The Buyer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Seller. During such time as the Buyer possesses the goods with the Seller’s consent, the Buyer may in the normal course of business sell or hire the goods as principal but without committing the seller to any liability to the person dealing with the Buyer. Each paragraph or sub-paragraph of this condition is separate, severable and distinct.
Variations – No variation to any contract shall have effect unless signed in writing on behalf of the seller by an officer of the Seller.
Assignment - The contract is between the Seller and the Buyer as principal and is not assignable without the consent of the Seller.
Termination - The seller shall be entitled forthwith to terminate any contract between it and the Buyer by written notice if the Buyer fails to pay any invoices in accordance with these conditions, where the control of the Buyer changes during the period of the contract or where the Buyer commits any continuing or material breach of these conditions of sale or makes any composition with its creditors or suffers any distress or execution to be levied upon its assets or is wound up either compulsory or voluntarily or suffers a receiver of any of its assets to be appointed or otherwise ceases or threatens to cease to carry on business.
Force Majure – The Seller shall have the right to cancel or delay performance of the services or deliveries of the goods if its prevented from or hindered in or delayed in manufacturing or delivering of the goods or services or any part thereof through any circumstances beyond its reasonable control, including but not limited to war, riot, government requisition of any kind, suspension or loss of transport, strikes, lockouts, labour disputes, fire, explosion, flood, accident, failure of any third party to supply the Seller, breakdown of machinery or anything directly or indirectly interfering with the goods or services (including but not limited to the price or supply of raw materials, services or any other goods relating to the contract) or the manufacture, supply, shipment, arrival or delivery of the goods. During any such period of cancellation, the Buyer shall have the right to purchase elsewhere at his own risk and cost such quantities of the goods or services as may be necessary.
Jurisdiction – All disputes arising out of or in connection with this contract shall be governed by the English Law, and the parties hereto hereby submit to the jurisdiction of the English Court save in respect of any injunctive relief which the Seller may claim in the courts of the country where the Buyer is resident or operates. In the case of any contract for the export of Goods overseas, the schedule to Uniform Law on International Sales Act 1967b shall not in any circumstances apply to the contract and neither shall the provisions of the Unfair Contract Terms Act 1967 shall not in any circumstances apply to the contract and neither shall the provision of the unfair Contract Terms Act 1977 apply to the extent permitted by law.
Overseas Shipments - The Buyer shall, in the case of orders for shipment overseas, be solely responsible for obtaining all the necessary import authorisations, the payment of any applicable import taxes and duties and the Seller shall be under no obligations to give to the Buyer the notice specified in section32(3) of the Sale of Goods Act 1979 or any amendment or consolidation thereof.
Rights of Third Parties - A person who is not party to the contract has no right under the contract (right of Third Parties) Act 1999 to enforce any term of the contract.
Severability - Each clause and, where applicable, each sub-clause is distinct and severable from all other clauses and sub-clauses and accordingly the invalidity or unenforceability of any such clause or sub-clause shall not or affect or impair for validity and enforceability of all other clauses.