Standard Conditions of Sale
The Customer's attention is drawn in particular to the provisions of Conditions 8 and 9.
1. DEFINITIONS
In these Conditions the following expressions shall have the following meanings:
"Additional Items" means the following where incurred:
(i) packaging costs under Condition 7.3;
(ii) any taxes (including value-added tax), duties or other charges levied by any governmental or other authority in respect of the sale delivery, export or import of the Goods but excluding taxes assessed on profits or gains;
(iii) Application Support (if any);
(iv) transportation costs under Condition 6.4;
(v) storage costs under Condition 7.4; and/or
(vi) the cost of samples.
"Application Support" means any work and services provided by the Seller in conjunction with the sale of Goods;
"Contract" means the quotation, these Conditions of Sale, and any other terms agreed in writing between the Seller and the Customer;
"the Customer" means any person, firm or company receiving a quotation from and/or placing an order with the Seller;
"Force Majeure Event" means an event, circumstance or cause beyond the Seller’s reasonable control including, but not limited to, strike, lock-outs, accidents, war, fire, reductions in or non-availability of power at manufacturing plant, breakdown of plant or machinery or shortage or non-availability of raw materials from normal sources or routes of supply;
"Goods" means all and every item of goods or part thereof supplied by the Seller;
"Seller" means C&T Matrix Limited (registered in England and Wales with company number 02981704);
"Warranty Period" means 3 months from the date of delivery.
2. GENERAL
These Conditions apply to all contracts for the sale of Goods by the Seller and supersede any previous Conditions of Sale published by the Seller. No additions or modifications to or terms or conditions inconsistent with these Conditions shall be binding upon the Seller unless agreed by the Seller in a document expressly referring to a modification, alteration, variation or addition of or to the relevant Condition or Conditions.
All brochures, catalogues, price lists, samples, particulars of dimensions and other advertising or descriptive material submitted to the Customer are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated the same shall not form part of the Contract. The Seller reserves the right to make minor alterations to the design specification or construction of the Goods without prior notification to the Customer.
3. QUOTATION AND ORDERS
No contract for the supply of Goods will be created by the acceptance of a quotation or an order until the Seller acknowledges the order or commences work on the order.
The Seller reserves the right to refuse to accept any order;
Where any order is based upon the standard price list of the Seller then, subject to Condition 3.2, the price shall be valid provided that delivery is to take place within 30 days from the date of order.
The Seller reserves the right to increase the price quoted per unit for Goods if the Customer orders less than the number of units upon which the quotation was based or if the cost of raw material increases by more than 2 percent.
The Seller reserves the right to increase or decrease the number of items in the Goods to be supplied by a variation not exceeding 10 per cent and to make an appropriate increase or decrease (as the case may be) to the price.
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Customer, the Customer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Customer's specification.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to specification, which do not materially affect their quality or performance.
4. PRICE AND PAYMENT TERMS
Unless otherwise stated any Additional Items shall be added to the price.
The Seller may invoice the Customer for the Goods on or at any time after despatch of the Goods from the Seller’s premises or notifying the Customer that the Goods are ready for collection.
Unless otherwise agreed, payment in full (without any deduction by way of set off or counter claim) for the Goods (and Additional Items if any) shall be due and payable in pounds sterling within 30 days of the end of the month of the Seller's invoice. Time for payment shall be of the essence of the Contract.
If the Customer fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Seller’s remedies under Condition 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition 4.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
The Seller reserves the right to recover from the Customer all direct expenses reasonably incurred by the Seller in the collection of any overdue sums.
Without prejudice to any other rights of the Seller, if there is reason to doubt that the amounts due from the Customer under the terms of the Contract will be paid in full according to the terms thereof, then the Seller reserves the right to require payment in full before delivering or performing any other work or services whatsoever for the Customer;
The Customer shall indemnify the Seller against all losses sustained or extra expenditure incurred as a result of such a suspension of manufacturing, ordering, delivery or other work or services including a reasonable allowance for storage;
Where payment requested in accordance with this Condition is not received within 30 days of demand, the Seller reserves the right to sell or dispose of the Goods produced for the Customer and to recover any additional loss from the Customer.
5. TITLE
Legal ownership of the Goods is to remain vested in the Seller until both the Goods and any Additional Items have been paid for in full, and until full payment has been received by the Seller under any other contract with the Customer for which payment is outstanding;
If the Customer obtains possession of the Goods prior to such payment, the Customer shall hold the Goods in a separate and identifiable form as bailee and fiduciary agent for the Seller;
Failure to pay the full amount when due shall give the Seller, or its employees or agents, the right to repossess the Goods (and enter the Customer's premises for that purpose if necessary) with or without notice and without liability and, at its option, to avail itself of any other legal remedy;
The Seller shall have the right to sell the Goods once they have been re-possessed under this Condition.
Notwithstanding this Condition 5, the Seller shall be entitled to maintain an action for the price of the Goods and Additional Items at any time after the date when payment is due.
The Customer may contract to sell the Goods to a third party in return for valuable consideration provided always that the Customer shall account in a fiduciary capacity to the Seller for the proceeds of sale (to the extent of the Customer's indebtedness to the Seller) keeping the same separate and identifiable from its other monies. The Customer’s rights under this Condition 5.6 shall cease if an event specified in Condition 10.1 occurs to the Customer.
If prior to payment in full being made the Goods become commingled with similar goods belonging to the Customer and/or any third party the Customer shall hold the Seller's proportion of the commingled Goods or their proceeds of sale on trust for the Seller. The Seller shall be treated as a tenant-in-common of the commingled goods and the Customer shall hold as trustee for the Seller's proportion and (if the commingled goods have been sold) pay to the Seller its due proportion of the proceeds of the sale.
6. DELIVERY AND FORCE MAJEURE
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods. Delays shall not entitle the Customer to rescind the Contract.
The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
The Seller shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, either party may terminate the Contract by giving 5 days’ written notice to the other party in which case the Seller shall refund any payment which the Customer has already made on account of the price (subject to deductions of any amount the Seller is entitled to claim from the Customer) but the Seller will not be liable to compensate the Customer for any further loss or damage caused by failure to deliver.
The Seller reserves the right to charge for delivery.
7. RISK, CARRIAGE, PACKAGING AND STORAGE
Where no specific instructions about the manner in which the Goods are to be delivered to the Customer or the delivery address are given, the Seller reserves the right in its absolute discretion to choose the means of carriage to the Customer and to direct the Goods to the Customer's last known business address. Any such specific instructions must be given to the Seller at the time of order.
The risk in the Goods shall pass to the Customer on completion of delivery. Within the UK, delivery of the Goods shall be completed on delivery of the Goods to a named location agreed with the Customer or in accordance with Condition 7.1 above. Outside of the UK, delivery shall be completed on despatch from the Seller's premises notwithstanding that the Seller may arrange carriage. The Seller shall be under no liability arising from their choice of carrier or carriers, or from the act of omission of such carrier or carriers, and the Customer waives all rights under Section 32(2) of the Sale of Goods Act 1979 in addition to any other rights hereby excluded or restricted.
The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Customer shall fully indemnify the Seller against any fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with this Condition 7.3
The Seller reserves the right to charge for packaging.
If the Customer fails to arrange or accept delivery of the Goods within 5 business days of the Seller notifying the Customer that the Goods are ready, then:
delivery of the Goods shall be deemed to have been completed at 9:00 am on the third business day after the day on which the Seller notified the Customer that the Goods were ready; and
the Seller shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
8. WARRANTY AND LIABILITY
The Seller warrants that the goods shall comply with the Seller’s specification (or other specification agreed between the parties in writing) for the goods in question as current from time to time and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) however the Seller does not warrant the fitness of the goods for any particular purpose, even though that purpose be known to them.
Subject to Condition 8.1, all warranties, conditions and statements, expressed or implied, are excluded save that implied by S.12 of the Sale of Goods Act 1979.
The Seller agrees to (at its discretion) repair, replace or issue a credit note in respect of Goods which are found to be defective and which are returned to the Seller within the Warranty Period provided that each of the following are satisfied:
notification of any defect is given to the Seller immediately upon it becoming apparent to the Customer;
the Goods have only been used and stored under normal and appropriate operating and storage conditions and have only been subject to normal use. The goods should not be subject to extreme temperature or humidity conditions;
the Goods are returned to the Seller's premises at the Customer's expense and risk;
any Goods or parts of Goods replaced shall become the property of the Seller;
no work whatsoever (other than normal and proper maintenance) has been carried out to the Goods or any part of the Goods without the Seller's prior written consent;
the defect has not arisen from a design made, furnished, modified or specified by the Customer;
the Goods have been assembled or incorporated into other goods only in accordance with any instructions issued by the Seller;
the defect has not arisen from fair wear and tear, wilful damage, or negligence; and
the defect has not arisen from an item manufactured by a person other than the Seller. In respect of any item manufactured by a person other than the Seller, the Customer shall only be entitled to the benefit of any warranty or guarantee provided by such manufacturer to the Seller.
Except as provided in this Condition 8, the Seller shall have no liability to the Customer in respect of defective Goods or the Goods' failure to comply with the warranty set out in Condition 8.1.
At the request and expense of the Customer, the Seller will test the Goods to ascertain performance levels and provide a report of the results of that test. The report will be accurate at the time of the test, to the best of the belief and knowledge of the Seller, and the Seller accepts no liability in respect of its accuracy beyond the amount charged to the Customer for the test and associated report.
The Customer shall fully indemnify the Seller against all losses, damages, costs, actions, claims, demands, fees and other expenses (legal or otherwise) the Seller may incur in consequence of the Goods being involved in a claim under consumer protection legislation except to the extent that the alleged defect in the product the subject of such claim was directly caused by an act or omission of the Seller.
9. LIMITATION OF LIABILITY
The restrictions on liability in this Condition 9 apply to every liability arising under or in connection with the Contract including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987.
Subject to Condition 9.2, the Seller's total liability to the Customer shall not exceed the Contract price.
Subject to Condition 9.2, the following types of loss are wholly excluded:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings or wasted expenditure;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
If any exclusion or limitation of liability or any other provision contained in the Contract is held invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if the Seller thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions, limitations or provisions set out in these Conditions.
This Condition 9 shall survive termination of the Contract.
10. TERMINATION
Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Customer if:
the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
the Customer fails to take delivery of or to collect the Goods within 14 days of being notified by the Seller that they are to be delivered or are ready to be collected.
Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Customer and the Seller if the Customer becomes subject to any of the events listed in Conditions 10.1.2 to 10.1.4, or the Seller reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
On termination of the Contract for any reason the Customer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Customer immediately on receipt. The Seller shall be entitled to recover all expenses, losses and damage resulting to the Seller from the termination including, but not limited to, loss of profit or consequential loss.
Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11. NOTICES
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or
sent by email to the address supplied by each party, and in the case of the Seller copied to sales@candtmatrix.co.uk.
Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; and
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Condition business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution
12. JURISDICTION
The Contract shall be governed in all respects by English Law and be subject to the sole jurisdiction of the English Courts.