STANDARD CONDITIONS OF TRADE UNDER WHICH ALL TRANSACTIONS FOR THE SUPPLY OF GOODS OR SERVICES ARE CONDUCTED BY CS BINDERY SOLUTIONS LTD
In these conditions
“the Company” shall mean CS Bindery Solutions Ltd,
“the Goods” means the goods (including any instalment of the Goods or any parts for them) which the Company is to supply in accordance with these Conditions
“the Conditions” means the terms and conditions of sale set out in this document (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company).
“the Customer” shall mean the person placing the order for the Goods and/or the person identified on the Company’s purchase order form.
2. ACCEPTANCES AND LIMITS OF CONTRACT
(a) No quotation made by the Company shall constitute an offer by the Company.
(b) No order will be accepted except upon the Company’s acknowledgment of order form which incorporates these Conditions. Any terms and conditions proffered by the Customer are hereby excluded. Any order placed by a Customer whether in writing, verbally, fax or email shall be deemed to constitute an offer by the Customer to enter into a contract upon the Conditions which shall be deemed to have been accepted by the Company when the Company despatches an acknowledgement of order form. The Customer shall not transfer his rights to any third party.
(c) The Company reserves the right by giving notice to the Customer at any time before delivery, to vary the price of goods by any amount attributable to :-
(i) a suspension of or an alteration to work by reason of a change in instructions or lack of instructions.
(ii) any variation in the cost of materials, labour, transport, duties, taxes, exchange rates or any other costs of whatsoever nature between the date of the contract and the date of delivery or completion of payment.
(d) Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed in writing between the Customer and the Company, the price of the Goods is exclusive of any applicable Value Added Tax which the Customer shall be additional liable to pay to the Company.
The Company will use its best endeavours to despatch or complete by the estimated date set out in the Company’s acknowledgment of order form but time is not of the essence and the Company shall not incur any liability whatsoever for failure to despatch or complete by such date.
4. DELIVERY AND PASSING OF PROPERTY
(a) Except as otherwise specifically agreed in writing the price does not include the cost of transport erection or installation.
(b) Should the Company agree to deliver the Goods the Customer shall be responsible for and indemnify the Company against all damage to property or injury to persons resulting there from and occasioned on those premises save and except for death or injury incurred by the negligence of the Company its servants or agents. It shall be the responsibility of the Customer :-
(i) to provide unimpeded access to the position in his premises where he wishes the goods to be installed and adequate labour for the loading and unloading of all goods.
(ii) to prepare the site for the erection and installation of the goods.
(iii) to provide all necessary mains services and connection of the same to the goods
(c) The Goods shall remain the property of the Company until the whole of the contract price has been paid but after delivery the Customer shall be responsible for and shall indemnify the Company against all loss of or damage to the Goods from whatsoever cause occurring.
(d) In the event of the Customer making any sale of the goods the property in which has not passed to the Customer the following terms shall apply:-
(i) all monies received by the Customer from such sale be held in trust for the Company absolutely and shall be placed to the credit of a separate bank account and until property in the goods has passed to the Customer in accordance with these Conditions such monies shall not be withdrawn or charged.
(ii) the Customer shall take such action steps or proceedings arising out of any such sale as the Company may consider appropriate for the recovery of any sums due to the customer in respect of any such sale.
(e) The Company is irrevocably authorised to enter upon any premises where the goods are situated and take possession of and remove the goods at the Customers expense if the purchase price has not been received in full (whether or not the purchase price has become due) upon the appointment of a receiver of the whole or any part of the Customers undertaking or upon the Customer entering into liquidation or upon the Customer compounding with its creditors or taking or suffering any similar action in consequence of debt.
5. LOSS OR DAMAGE IN TRANSIT
No liability will be accepted by the Company for any discrepancy in the quantity of goods or damage thereto in transit unless notification is received by the Company in writing within fourteen days of delivery. Goods damaged during transit must be kept together with the packing for inspection by or on behalf of the Company.
6. TERMS OF PAYMENT
(a) Unless otherwise specified by the Company in writing the purchase price of Goods sold to a Customer within the United Kingdom is payable.
(i) 20% with order.
(ii) Balance three days prior to delivery
(b) For Goods sold to a customer outside the United Kingdom the purchase price is payable.
(i) 30% with order.
(ii) the remaining 70% by tele-transfer direct into the Company’s bank prior to loading or by means of an irrevocable letter of credit confirmed by a United Kingdom Bank payable at sight in the United Kingdom against presentation of shipping documents etc.
(c) No discount or allowance will be made unless specifically stated and agreed by the Company in writing. Interest will be charged on all outstanding accounts at the rate of UK bank base rate plus 1.5 per cent per month
(d) In the event of the Customer failing to comply with the Company’s terms of payment the Company reserves the right to cancel this and any other contract without prejudice to the Company’s rights to recover any monies then owing to the Company by the Customer.6.
(e) A deposit paid by the Customer to the Company is non refundable/
7. UNDERTAKINGS AND WARRANTIES
(a) Save in the cases of hereinafter set out the Company undertakes that if within the written specified guarantee period any part of the goods becomes defective (other than through fair wear and tear) and notice in writing thereof is received by the Company within fourteen days of such discovery and if between the date of delivery and the receipt by the Company of such notice the goods have at all times been used with reasonable care and by competent persons and nobody has attempted to repair or alter or otherwise interfere with the goods (without the consent of the Company) the Company will send a replacement for the defective part. All labour transport and packing costs incurred in sending and installing such replacement shall be paid by the Customer.
(b) The above warranty and undertaking are not given and are specifically excluded in the following cases:-
(i) where the Goods are new and a manufacturers guarantee is available whether taken up by the customer or not. Whereupon the Company shall use its reasonable endeavours to ensure that any such guarantee is assigned to the Customer.
(ii) where the goods are second hand and are bought “as is” that is in the condition in which the goods are at the date of contract including any defects and the Customer acknowledges that the Goods are available for inspection either at the premises of a third party or at the premises of the Company, whether in fact the Customer so inspects or not.
8. LIMITATION OF LIABILITY
Save as set out in paragraph 7 above:-
(a) The company shall not be liable in any way whatsoever from any failure to comply with the terms of this Contract which is due to circumstances out of the Company’s reasonable control.
(b) The Company shall not be liable in any circumstances for loss of profits, interest paid or payable by the customer, loss of orders, consequential loss, loss of profits or loss of expense consequent upon disruption of business.
(c) The Company shall not be liable for any damage to anything arising from the Goods or use made of them by the Customer and the Customer shall indemnify the Company against any claim in respect thereof.
(d) The Company shall not be liable for negligence by its self its servants or agents either arising from any matters in the course of pre-contract dealing.
(e) The sale or supply of goods is strictly on the terms that the Customer has had every opportunity to examine the goods and has satisfied himself as to their condition and suitability and the Customer acknowledges that all specifications and details in catalogues quotations acknowledgments of order or similar documents or by word of mouth and all dates of manufacture, dates on which goods were first used and specific forecasts of performance howsoever given are approximate only and do not form part of the contract between the Customer and the Company.
(f) Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by 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 profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or re-sale by the Customer and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these conditions.
9. HEALTH AND SAFETY REGULATIONS
When it is necessary to alter or add to the goods so that they comply with all applicable health and safety regulations such alterations or additions will be carried out by the Company but all costs and expenses incurred by the Company therein shall be borne by the Customer and paid to the Company on demand.
10. LEGAL CONSTRUCTION
These conditions and any contract in which these conditions are incorporated shall be governed by and construed in accordance with English law and the Customer agrees to submit to the jurisdiction of the English courts.
11. FORCE MAJEURE
(a) Neither party shall be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party (‘Force Majeure Event’).
(b) Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.
(a) Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
(b) No waiver by the Company of the breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(c) If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
(d) The Customer shall not assign, transfer or sub-contract any of its rights or obligations arising under, by reason of, or in connection with this Agreement, without the prior written consent of the Company (which shall not be unreasonably withheld in relation to any hire purchase, leasing, hiring or other company providing similar financial services to the Customer).
(e) The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to these Conditions and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract other than a lawful assignee of the Customer.