Terms and conditions of sale
1. DEFINITIONS
1.1 ‘The Vendor’ means Cables Britain. Ltd, whose registered office is situated at Unit 6, Waterfall Lane Trading Estate, Waterfall Lane, Cradley Heath, West Midlands. B64 6PU. England Registration Number 2448386.
1.2 "The Company" means Cables Britain. Ltd, whose registered office is situated at Unit 6, Waterfall Lane Trading Estate, Waterfall Lane, Cradley Heath, West Midlands. B64 6PU. England Registration Number 2448386.
1.3 ‘The Goods’ shall mean any or all of the goods or materials or services which from time to time the vendor contracts to supply subject to these conditions.
1.4 ‘The Purchaser’ means the person, firm or company who places an order with the Vendor or otherwise agrees to buy from the Vendor any of the goods.
1.5 “Buyer” means the party to whom the Company agrees to supply the goods.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to contracts, whether written or oral, for the sale of Goods by the Vendor.
2.2 Any conditions of purchase or other terms provided by the Purchaser shall be of no effect whatsoever nor shall any variation or alteration of these conditions be of any effect unless made in writing and signed on behalf of the Vendor by a director.
2.3 No binding contract shall be created by the placing of an order by the Purchaser unless and until the Vendors written acknowledgement of order shall have been posted or delivered or in the event that no such acknowledgement is sent, the date of despatch of the Goods to the purchaser.
3. QUOTATIONS
3.1 Any quotation in whatever form given to the Purchaser is given subject to these conditions as an invitation to treat and does not constitute an offer to sell. The validity of any quotation issued by the Vendor shall expire seven (7) days after the date of its issue.
3.2 Quotations are always subject to availability of materials.
4. PRICES
4.1 Subject to anything to the contrary contained in any quotation issued by the Vendor, prices for the Goods are as referred to in the Vendor’s price list from time to time and, unless otherwise stated, are exclusive of value added tax and any other similar tax. The Vendor reserves the right to alter any of its prices without notice and the relevant list price should be that ruling at the date of acceptance of the Purchasers off to buy.
4.2 Prices quoted, unless otherwise expressly stated in writing by the Vendor, are exclusive of carriage, packing, handling and any insurance charges.
4.3 The Purchaser shall have no right of set-off whether statutory or otherwise.
4.4 All prices payable must be settled in the currency of the currencey specified on the invoice.
4.5 Prices are subject to alteration without notice and revision in the case of errors and omissions.
4.6 Prices quoted are subject to tolerance +/- 10%, all tolerances are chargeable.
4.7 Prices quoted are subject to change against fluctuation cost of raw materials.
4.8 Prices quoted are subject to availability remmaining usold.
5. PAYMENT
5.1 Subject to sub-clause 5.2 and 5.3 the Purchaser shall pay the Vendor in full for the Goods within 30 days of the invoice or delivery whichever is the earlier.
5.2 In the event that the Purchaser fails to make payment by the due date or otherwise commits a breach of these conditions, the Vendor may in its absolute discretion and without prejudice to any other rights which it may have:
(i) Suspend all future deliveries or supplies to the Purchaser under the contract in question or under any other contract(s) and/or terminate any such contract(s) without liability upon its part;
(ii) Require payment in advance for any future deliveries;
(iii) (In the case of non payment on or before the due date or on demand as mentioned in sub-clause 5.3 below) Charge interest on the amount due on a day to day basis at the rate of 2% per month compounded quarterly from the time of delivery until the date of actual payment whether before or after judgement.
5.3 The Vendor shall also have all rights referred to in paragraph 5.2 hereof (without prejudice to any other rights which it may have) and may demand immediate payment of all sums whether or not due in the event that any distress or execution shall be levied upon any goods of the Purchaser or if the Purchaser offers to make any arrangement with its creditors or commits an act of bankruptcy or if a petition in bankruptcy be presented against the Purchaser or if any resolution or petition to wind up the Purchaser (other than for the purpose of amalgamation or reconstruction without insolvency) shall be presented or passed or if any petition for an administration order is presented or if a receiver or manager shall be appointed over the whole or any part of the Purchaser’s business.
6. DELIVERY
6.1 Delivery will be made by the Vendor at its works in the United Kingdom but for the convenience of the Purchaser it will, if requested, endeavour to arrange an agent for the Purchaser but at the purchasers expense for the carriage of the Goods to a destination specified by the Purchaser and (if so required and at the Purchaser’s expense) for their insurance.
6.2 Whatever delivery takes place it will be the Purchasers responsibility to provide any necessary machinery and labour to off-load the goods and to ensure delivery can take place at the agreed time and place. The Purchaser shall be liable to indemnify the Vendor for any loss or expense incurred as a result of a breach of these obligations. Without prejudice to the a foregoing if the Vendor agrees to provide labour for the loading free of charge then the Vendor will not be liable for any loss or damage howsoever arising through any act, omission or negligence of any of its employees.
6.3 Although given in good faith, delivery times for the supply of Goods specified by the Vendor in its quotation or otherwise are intended as estimates only and are not therefore to be treated as being of the essence of the contract or binding on the Vendor. The Vendor will not be liable to the Purchaser for any loss or damage (direct or indirect) occasioned by it failure (whether as a result of its negligence or otherwise) to deliver the Goods by the date or within the time stated and in no case shall delay be a ground for rejecting the same.
6.4 The right to deliver any part or parts of the Goods when they become available is expressly reserved by the Vendor and these conditions shall apply to any such part or parts mutatis mutandis.
6.5 It is the Purchasers responsibility to check that materials are correct and in good condition at the time of receipt. Claims for deficiencies of any nature will not be considered after delivery has been accepted and transport notes signed accordingly.
7. RISK
7.1 In the event that the Goods are to be delivered by the Vendor to a place nominated by the Purchaser, the risk therein shall pass to the Purchaser at the time they are dispatched with the carrier for delivery.
7.2 In the event that the Goods are to be collected by or on behalf of the Purchaser from the Vendors works, the risk therein shall pass to the Purchaser when the Purchaser takes control of the Goods which will be taken to be the time at which the delivery advice note is signed as received in the absence of evidence to the contrary.
8. CANCELLATION
8.1 Non standard Items supplied correct to order are subject to NO cancellation – NO return policy.
8.2 Standard Items supplied correct to order prior to receipt of payment are subject to cancellation – return, upon receipt of written consent and will be subject to a handling charge.
8.3 Standard Items supplied correct to order post receipt of payment are subject to NO cancellation – NO return policy.
9. TITLE
9.1 The provision of this clause shall apply until such time as the price of the Goods have been paid in full or until payment has been made of all other sums owing to the Vendor at the date of this contract on any account whatsoever arising whichever occurrence shall be the latter.
9.2 The property of the Goods shall remain with the Vendor and the Purchaser shall hold the Goods as fiduciary agent and bailee for the Vendor.
9.3 The Purchaser shall store the Goods in such a manner that they can be identified as the property of the Vendor and shall ensure that the Goods are not incorporated in or mixed in or used as part of other Goods.
9.4 Subject to sub-clauses 9.3, 9.5 and 9.6 the Purchaser shall be at liberty to sell or use the Goods in the ordinary course of it business and the Vendor grants the Purchaser a licence for this purpose.
9.5 The Purchaser shall account to the Vendor for the proceeds of any sale of the Goods, whether sold on their own or in conjunction with other goods and until such account is made the Purchaser will hold the proceeds of sale upon trust for the Vendor. The Purchaser shall ensure any monies received for the Goods are not mixed with other monies or paid into any overdrawn bank account.
9.6 The power of sale given to the Purchaser by sub-clause 9.4 above will automatically terminate if the Purchaser goes into receivership or if a petition is prepared for its winding up or passes a resolution for voluntary winding up or if a petition for an administration order is presented or (if applicable) bankruptcy. Further the Vendor may terminate the said power of sale at any time by written notice if the Purchaser is in default of payment of any sum due to the Vendor of the licence given by the Vendor.
9.7 At any time after termination pursuant to 9.6 above, the Vendor may repossess the Goods and the Purchaser hereby grants to the Vendor an irrevocable licence to enter upon the premises of the Purchaser for the purpose of so doing.
9.8 The Vendor shall be entitled to appropriate any payment made by the Purchaser in settlement of such invoices or accounts as the Vendor in its absolute discretion thinks fit notwithstanding any purported appropriate to the contrary by the Purchaser.
9.9 Each of the foregoing sub-clauses shall, so far as the context permits, be read and construed independently of the other sub-clauses so that if one or more of them shall be held to be invalid this shall not affect the validity of the remaining sub-clauses.
10. WARRANTY
10.1 Any warranties contained herein or implied by law apply to the original Buyer of the goods only and are not transferable.
10.2 The Company warrants that it has full and valid title to and possession of the goods.
10.3 The Company warrants to the Buyer that the goods at the time of shipment will be free from defects in material and workmanship, and will be materially in accordance with specifications provided by the manufacturer or otherwise agreed in writing.
10.4 The Company passes on and assigns to the Buyer the warranties made to the Company by its suppliers and the Company’s warranty in its entirety shall be limited by and shall not extend beyond such warranties. The length of the warranty period will be the length established by the manufacturer of the goods. If no length is specified by the manufacturer, in no event shall it extend beyond one year from the date of shipment.
10.5 The Buyer shall proceed exclusively and directly against such supplier at the Company’s request. This warranty shall be ineffective and shall not apply to goods that have been subjected to misuse or abuse, neglect, accident, damage or improper installation or maintenance.
10.6 The Company’s sole obligation under these warranties will be limited to either, at the Company’s option and expense, repairing or furnishing a replacement for the goods or parts thereof which the Company reasonably determines do not conform with these warranties. The Buyer’s exclusive remedy for breach of any such warranties will be the enforcement of such obligation of the Company.
10.7 In no event shall the Company be liable for special, incidental, indirect, punitive or consequential damages, nor shall the Company’s liability on any claims for damages arising out of or connected with the sales contract or the manufacture, sale, delivery or use of the goods exceed the purchase price of the goods. The Company shall not be liable for any failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to by circumstances beyond the Company’s reasonable control.
10.8 The foregoing warranties are exclusive and in lieu of all other warranties of merchantability, fitness for a purpose and of any other type, whether express or implied.
11. LIABILITY
11.1 The Vendor shall be under no liability whatsoever for any defect in, failure of, or unsuitability for any purpose of the Goods or any part thereof whether the same be due to the act of omission, negligence or default of the Vendor or its servants or agents, and all conditions, warrants and other terms whether expressed or implied statutory or otherwise, inconsistent with the provisions of this condition are hereby expressly excluded provided that nothing herein contained shall be construed as excluding or restricting the liability of the Vendor for death or personal injury resulting from the negligence of the Vendor.
11.2 Where the Purchaser deals as a consumer within the meaning of that expression as defined in Section 12 of the Unfair Contract Terms Act 1977 none of the statutory rights of the Purchaser are excluded by these terms, conditions and the statutory rights of the Purchaser in the case of a consumer shall remain in full force and effect and are in no way affected by any of the provisions of these terms and conditions.
11.3 In no circumstances, shall the Vendor be liable for any loss or damage suffered by the Purchaser of the following nature however caused and whether foreseeable or contemplatable:
(i) Economic loss which shall include loss of profits, business revenue, goodwill and anticipated saving.
(ii) Any claim made against the Purchaser by any third party.
11.4 Each of the Foregoing sub-clauses shall, so far as the context permits, be read and construed independently of the other sub-clauses so that if one or more of them shall be held to be invalid this shall not affect the validity of the remaining sub-clauses.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Buyer hereby acknowledges that any patent, copyright, design, trade mark or other industrial or intellectual property rights in relation to the goods in which the Company or the respective manufacturer, developer or third party has an interest shall at all times and for all purposes vest and remain vested in the Company or such manufacturer, developer or third party and the Buyer shall not acquire any rights thereto.
13. GENERAL LIEN
13.1 The Vendor shall have a general lien over all goods of the Purchaser in its possession for all monies due to the Vendor or liabilities incurred by the Vendor upon whatever account shall also be entitled to apply any monies of the Purchaser held by one contract to the discharge of monies due to it under any other contract. The Vendor shall be entitled to charge rent and other expenses incurred during all periods which a lien on goods is being asserted. Further, if the Vendor exercises its right of lien over any goods then if monies due are not paid within one month after it has first retained such goods or if the circumstances mentioned in clause 5.3 arise, the Vendor shall have the power, without giving notice, to sell the whole or part of such goods to cover the monies due and expenses of sale.
13.2 For the avoidance of doubt it is hereby declared that nothing in this clause shall affect the rights given to the Vendor by sections 38-48 of the Sale of Goods Act 1979.
14. BROCHURE, WEB SITE & MARKETING MATERIAL
14.1 Whilst the Vendor believes that all specifications, illustrations, performance data and other information contained in any drawings, catalogues and advertisements are as accurate as reasonable possible, they do not constitute a description of the Goods, shall not be taken to be representations made by the vendor and are not warranted to be accurate.
14.2 The copyright in all matters referred to in paragraph 12.1 above shall at all times remain vested in the Vendor and the Purchaser shall not reproduce or use any of them without the Vendor’s prior written consent.
14.3 Any sample seen by the Purchaser is simply an indication of what attributes the bulk should have, no warranty or representation is given or may be implied that the bulk will be identical to the sample in any attribute.
15. MODIFICATIONS
15.1 The Vendor may carry out from time to time and without prior notice to the Purchaser alterations or improvements in construction or design, specification, materials or manner of manufacture of the Goods.
16. PART DELIVERY
16.1 Each delivery shall be considered as a separate contract and any failure in performance on the part of the Company in respect of any delivery shall not vitiate the contract as to other deliveries, and no defect or default in any part delivery shall entitle the Buyer to treat the contract repudiated for the balance of the goods remaining to be delivered under it.
17. INSTALLATION INSTRUCTIONS
17.1 The purchaser will comply with such instructions for use and installation in respect of the Goods as may be issued by the Vendor from time to time and will install the Goods using competent tradesman in accordance with generally accepted levels of good practice.
18. FORCE MAJEURE
18.1 Without prejudice to the generality of any of the foregoing conditions the Vendor shall not be liable for any loss or damage caused by the non-performance or delay in the performance of any of its obligations hereunder if the same is occasioned by any cause whatsoever which is beyond the Vendors control, including but not limited to Acts of God, war, civil disturbances, requisitioning, import or export regulations, strike, lock-out or trade dispute, difficulties in obtaining materials, breakdown of machinery, fire or accident. Should any such event occur the Vendor may cancel or suspend this contract without incurring any liability for any loss or damage thereby occasioned.
19. ECONOMIC LOSS
19.1 The Company shall not be liable, whether in contract or in tort or otherwise, and irrespective of cause for:
(i) Any loss of profit, business, contracts, revenues or anticipated savings suffered by the Buyer; or
(ii) Any special, indirect or consequential loss of any nature whatsoever suffered by the Buyer.
20. GOVERNING LAW
20.1 This contract is governed by the laws of England and the Purchaser agrees to submit to the prejudice of the English law courts.
These Terms and Conditions supersede all previous versions
Should you have any queries, please contact: info@cablesbritain.com