Standard Terms & Conditions
The following Standard Conditions of Sale (the ‘Conditions’)
shall regulate this transaction and control except where otherwise specifically
agreed in writing by the buyer and the seller:
1) Payment - The total amount shown in the invoice is due and
payable within 30 days of the date specified on the invoice and in the absence
of such a date within 21 days of delivery of the goods.Where payment is delayed the seller
shall be entitled to charge interest at the rate of 2% per month or part thereof
from the date of invoice of the goods until payment is made and such interest
shall be paid together with the amount of the delayed payment.
2) Quotations - All quotations and tenders are given by the
seller on the condition that the seller shall not be bound until it has
communicated its written acceptance to the buyers order.In the event of any inconsistency
between the terms of the buyer’s order and these conditions these Condition
shall prevail and control unless the contrary has been agreed in writing by the
seller.
3) Advertising Material - Catalogues, price lists, circulars
and other advertising material are only an indication of the type of goods
offered and no prices or other particulars contained therein shall be binding on
the seller.
4) Cost Variation - Except where a price is stated to be
fixed all prices may be altered up to the time the goods are despatched.
5) Value Added Tax - All prices quoted or accepted are
exclusive of Value Added Tax and the contract price shall be such price plus
Value Added Tax.
6) Credit - The acceptance by the seller of the buyer’s order
is subject to the seller approving the buyer’s creditworthiness if the seller
deems it necessary and the grant of credit shall be at all times in the sole
discretion of the seller.
7) Materials -
a) The seller shall not be bound by any oral warranty or
representation given nor made on its behalf unless confirmed in writing, nor by
any implied term condition or warranty whether arising by implication of law or
to be implied from circumstances surrounding the transaction save and expect a
warranty that the goods shall correspond with the contractual description
subject as provided in these Conditions.
b) Sizes and weight of goods are approximate only and may not
correspond with their contractual description provided that any such difference
shall not render the goods unsuitable for the buyer’s purpose.
c) No guarantee is given that the goods are fit for the
buyer’s purpose or for any particular purpose and the buyer must satisfy himself
of their fitness for any purpose for which they are intended to be used.Buyer makes no guarantee of
merchantability.
8) Early Termination - The seller may in its sole discretion
(but without prejudice to any of its other rights against the buyer) by notice
in writing to the buyer rescind any contracts between the seller and the buyer
or suspend delivery in any one or more of the following events
a) Should any sum owing by the buyer to the seller be overdue
whether under the same or any contract.
b) Should the buyer be in breach of any term of the same or
any other contract with the seller.
c) Order in bankruptcy made against him or (if a corporate
body) go into liquidation either voluntary or compulsory, except for the
purposes of the re-organisation, re-construction or amalgamation of a solvent
corporation, or have a receiver or manager appointed
9) Method of Payment
a) Payment may be made in person or by post to the seller’s
Head Office at Wallow, Highbridge, Somerset.
b) Payment may be made by BACS.
c) No payment made to representatives or employees acting or
purporting to act on the sellers’ behalf will be recognised unless a stamped
receipt bearing the sellers name is tendered in exchange.
d) All cheques shall be made payable to Cooper B-Line
Limited.
e) All payments purporting to relate to a particular invoice
shall be deemed to be made by the buyer named thereon irrespective
of whoever tenders the
same and irrespective of whether (in the case of payment by cheque) it is made
by a cheque drawn on the account of a person or body other than the buyer.
10) Inability to Supply - Where the seller cannot deliver
some or all of the goods ordered for reasons beyond its control (including any
lack of delivery or other instructions from the buyer) or on account of
industrial disputes or in the case of stock items on account of stocks being
exhausted the seller shall have the right to cancel or suspend any order
subsequent to the sellers acknowledgement thereof and provided the buyer is
given reasonable notice of such cancellation or suspension then the seller shall
not be liable for any loss whether direct, indirect or consequential thereby
caused.
11) Cancellation or Alteration of Orders
a) Where the seller agrees to supply goods the seller may
refuse a request for cancellation, suspension or alteration to the order if
materials or components have been ordered or the manufacture of goods has
commenced.>
b) If the seller agrees to accept a request for cancellation,
suspension or alteration to the order he shall in the case of cancellation be
entitled to charge the buyer a pro rate sum for profit and the work completed to
the date of cancellation and in the case of suspension or alteration be entitled
to charge such sum as shall be reasonable in the circumstances.
12) Ownership
a) Equitable and beneficial ownership of goods supplied shall
not pass to the buyer until payment for the goods has been made in full and
until such time as payment is made the buyer shall hold the goods in a fiduciary
capacity so that in the event of resale of the goods the seller shall be
entitled in law and in equity to the proceeds of sale or any claim for the same.
b) If the goods become constituents of or are converted into
other products while subject to the seller’s equitable and/or beneficial
ownership, the seller shall have and the buyer hereby transfers to the seller
the equitable and beneficial ownership in such other products and/or property as
if they were the goods and accordingly sub clause a)
‘shall as far as appropriate apply to
such other products’.
c) All risks in the goods shall pass on delivery of the goods
to the buyer’s premises, which shall in the absence of contrary written
instructions be deemed to be the address of the buyer stated on the order.
d) Until payment has been made for the goods the buyer shall
keep the same comprehensively insured in such amounts and for such coverages as
are reasonably required by seller in the joint names of the buyer and the
seller.All policies providing
coverage shall contain provisions that no cancellation or material changes in
the policies shall become effective except upon sixty (60) days written thereof
to seller.
e) Buyer grants seller a security interest in goods ordered
hereunder as security for performance by buyer of all of its obligations
hereunder (including all goods acquired hereafter from seller, and all future
advances, accessions, substitutions, replacements, and additions, and any
proceeds from sale or disposition of such goods).Buyer agrees to execute such documents to evidence and perfect this
security interest as seller may reasonably require.
13) Delivery
a) If no time for delivery is specified in the contract the
buyer shall be bound to accept the goods when they are ready for delivery by the
seller.If delivery is delayed by
reasons of instructions or lack of instructions from the buyer the seller may
render an Invoice for progress payment in such sum as the seller shall deem
reasonable plus any necessary or incidental maintenance or storage charges.
b) Delivery dates are approximate only.
c) Each delivery shall be deemed to be a separate contract
and no failure delay or defect in respect of any delivery shall entitle the
buyer to treat the contract as repudiated as regards previous and/or remaining
deliveries.
14) Damage or Shortage - Any complaint of short delivery or
of damage to goods in transit must be notified within 24 hours of receipt of the
goods to the sellers’ Head Office and confirmed in writing at that time by the
buyer to the seller to the same address.
15) Claims
a) Claims in respect of any alleged defect in the quality of
the goods delivered must be in writing to the sellers’ Head Office within 14
days after delivery or if relating to the transport of goods then within 3 days
after delivery to the same address.
b) The return of goods shall not be made without prior
written agreement between the buyer and the seller.
c) If the buyer shall make any complaint within the time
stipulated the seller shall, after it has reasonable time to investigate the
same and examine the goods in dispute, be entitled at its option
i. to replace the goods (if defective);
ii. to accept the return of goods (if defective) and to
credit the buyer with the price thereof; or
iii. to make the buyer (if the goods are defective) an
allowance representing the difference between the value of the goods at the time
of complaint by the buyer and the value they would have had if they had been in
accordance with the contract providing the buyer pays the balance not in dispute
according to normal terms.
16) Limitations of Sellers Liability
a) The remedies provided for in these Conditions shall
constitute the sole recourse of buyer against seller for breach of any of
seller’s obligations hereunder, whether the claim is made in tort or in
contract, including claims based on warranty, negligence, strict liability,
deceit, fraud, misrepresentation, or otherwise.In no event shall seller be liable for special, indirect, incidental or
consequential damages (regardless of the form of action, whether in strict
liability, contract or in tort including negligence) nor for lost profits, nor
shall seller’s liability for any claims or damage arising out of or connected
with the conditions of the manufacture, sale, delivery or use of the goods
exceed the purchase price of the goods.Buyer agrees to defend, indemnify and hold Seller, its subsidiaries, affiliates, divisions, joint venturers and
their agents, officers, employees, directors, and insurers, harmless from and
against any and all losses, claims, demands, liabilities or causes of action of
every kind and character, whether in contract or in tort, including claims of
negligence, or strict liability (including any action brought by any employee,
agent or subcontractor of buyer for buyer’s failure to comply with seller’s
published instructions and specifications concerning the operation, use and
maintenance of goods) in favour of any person or party, for injury to or illness
or death of any person or party, or for any property damage (including loss of
income, profits, sales or ‘downtime’) arising out of or incident to the goods.
b) No forbearance or indulgence by the seller shown or
granted to a buyer whether in respect of these conditions or otherwise shall in
any way affect or prejudice the rights of the seller against the buyer or be
taken as a waiver of any of these conditions.
17) Time - Time shall not be of the essence of the contract.
18) Place of Delivery - Where the seller agrees to deliver
goods to a place chosen by the buyer, the buyer shall provide for the unloading
of goods or reimburse the seller the cost of such unloading, but the seller
reserves the right to make a delivery charge in respect of any order if the
seller shall think fit.
19) Special Packing - Where an order requires abnormal or
special packing this will be carried out at the cost of the buyer and such cost
shall be due and payable in the same manner as payment for goods.
20) Minimum Order Charge - The minimum order charge is £30.00
21) Subcontracting - The seller may employ subcontractors on
all or any part of the order by the buyer.
22) Statutory Requirements and Infringement of Patents –
a) Every effort is made to meet known statutory requirements
and not to infringe any patents or trademarks belonging to third parties but no
guarantee is given that the design construction and quality of the goods to be
supplied under the contract comply with all relevant requirements of any
statute, statutory rule to order or other Instrument having force of law and
which may be in force at the time of the supply nor that the sale or use of the
goods by the buyer would not infringe any British Patent Trademark trade name or
registration design.
b) The buyer shall defend, indemnify and hold the seller
harmless against any infringement of patent or copyright which may result from
goods comprised in any order which are specifically made to the buyers
requirements.
23) Force Majeure - The performance of all contracts is
subject to variation or cancellation by the seller owing to acts of God, war,
strikes, lock-outs, fire, flood, droughts, tempest or any other cause (whether
or not of a like nature) beyond the control of the seller or owing to any
inability by the seller to produce materials or articles required for the
performance of the contact and the seller shall not be held responsible for any
inability to deliver caused by such contingency
24) Disputes - In the event of any dispute between the seller
and the buyer the matter shall be decided by an arbitrator who in the absence of
an agreement shall be appointed by the President Chairman for the time being of
the institution of Mechanical Engineers and the arbitrator so appointed shall
act as arbitrator in accordance with the Arbitrator Acts 1959 to 1979 and any
amendment thereto or re-enactment of the same.
25) Applicable Law - The Law of England shall govern the
validity construction and performance of any contract to which these conditioned
apply.
26) Storage - Should the buyer alter formerly agreed delivery
dates when the contract is in progress, the seller shall have the right to
invoice the buyer on the original delivery date and charge a storage charge for
the goods until the revised delivery date.
27) Product Design – Seller reserves the right to change,
discontinue or modify the design, manufacture or construction of any of its
goods in its sole and absolute discretion.