GENERAL CONDITIONS OF SALE
In these General Conditions of sale the following expressions shall have the following meanings:-
“the Sellers’ shall mean CROWN PRODUCTS of Innovation House, Cobnar Wood Close, Sheepbridge, Chesterfield, Derbyshire S41 9RQ.
“the Purchasers” shall mean the firm or company to whom the Sellers are selling.
“the Goods” shall mean the goods, materials, equipment or services (as applicable) being sold by the Sellers to the Purchasers, except where the said service (hereinafter called “the Services”) are specifically excluded.
(a) The Sellers do business upon and subject to these General Conditions of Sale which shall be deemed to be incorporated into all contracts between the Sellers and the Purchasers to the exclusion of any other terms and conditions of the Purchasers, unless otherwise specifically accepted by the Sellers in writing.
(b) A quotation shall only constitute an invitation to treat. All orders are subject to acceptance by the Sellers on an official Acknowledgement of Order. The Purchasers’ acceptance of delivery of the said Acknowledge of Order shall be deemed to include acceptance of these General Conditions (as varied if a variation has been specifically accepted by the Sellers in writing).
3. PRICE AND PAYMENT
(a) Unless a fixed price is specified in the Acknowledgement of Order or is otherwise specifically agreed in writing the price of the Goods shall be as per the Sellers’ price list current at the date of despatch of the Goods in the case of the Goods other than Services and at the date of completion in the case of Services. The Sellers shall be entitled to increase the same to take into account all or any of the following:-
(i) Services which are agreed to be carried out outside the Sellers’ normal working hours.
(ii) any additional costs incurred by the Seller as a result of the Purchasers’ instructions or lack of instructions or failure to comply with obligations hereunder.
(iii) any increase in the Sellers’ costs.
(b) The Purchasers shall make payment within 30 days from the date of invoice.
(c) Where Goods are to be delivered by instalments, payment for each instalment shall be a condition of delivery of subsequent instalments.
(d) Unless otherwise indicated all prices stated on catalogues and price lists are exclusive of Value Added Tax which shall be charged to the Purchaser at the rates applicable.
(e) Time of payment shall be of the essence and if any amount shall not be paid on the due date the Purchasers shall pay the Sellers on demand interest thereon at an annual rate of four per cent above the National Westminster Bank PLC base lending rate, interest to accrue from day to day and run after as well as before any judgment.
Once a contract exits between the Purchasers and the Sellers the same cannot be cancelled by the Purchasers, except with the Sellers written consent and on terms that will indemnify the Sellers against all loss including, without exception, loss of profits.
(a) Any delivery date specified by the Sellers is an estimate only and is not of the essence of the contract and the Sellers accept no responsibility for delay, howsoever caused.
(b) If the performance of the Sellers’ obligations shall be prevented, hindered or interfered with by any cause or reason beyond the control of the Sellers then the Sellers shall have the option to suspend or cancel any obligation on their part then unperformed.
(c) If any account of the Purchasers is overdue for payment or the Purchasers become insolvent or go onto liquidation or suffer a receiver to be appointed or make an assignment for the benefit of creditors, the Sellers are entitled without prejudice to the their other rights to suspend the performance of any of their obligations to the Purchasers or (whether or not notice of suspension has been given) to cancel such performances and treat the contact as discharged.
(d) The Sellers shall be responsible for the delivery of the Goods (other than those governed by subclause (e) hereof) to the Purchasers’ site but the cost of such delivery shall be charged to the Purchasers on all contracts for Goods. The Purchasers’ shall off-load the Goods promptly on their arrival at site and shall provide and bear the cost of clear access to and at the point of delivery together with the means of off-loading.
(e) If the Purchasers shall fail to take delivery of any Goods the Sellers may at their option, but without prejudice to any other rights or remedies they may have to sell the Goods for the account of the Purchasers and the Purchasers shall be liable for all costs and expenses incurred by the Sellers and the difference between the proceeds of sale and the price of the Goods hereunder.
(f) The Sellers are entitled to make delivery by instalments.
(g) The Sellers shall have the right to vary the quantity of any order by up to 5% in either direction and the invoice price for goods and/or service provided shall be adjusted proportionately.
The Purchaser shall inspect all Goods immediately upon delivery and shall within 7 days from delivery notify the Sellers of any matter or thing by reason of which they may allege that the Goods are not in accordance with the contract. If the Purchasers shall fail to give such notice within such a period it shall conclusively be that the Goods are as to quantity, number, weight, volume and in all respects in accordance with the contract and the Purchasers have accepted them. The Purchasers shall have no right to reject the Goods but shall be bound to pay for the same accordingly.
7. SCREENS, BLOCKS AND DIES
The Sellers shall make a charge for the preparation and supply (where applicable) of all blocks, dies, screens/plates and artwork or other items and services provided in respect of the supply of goods. Charges rendered under this clause shall be by way of a fee for services and all materials shall remain the property of the Sellers.
8. RISK AND TITLE
(a) Goods supplied by the Sellers shall be at the Purchasers’ risk immediately on delivery to the Purchasers or into custody on the Purchasers’ behalf (whichever is the sooner) and the Purchasers should therefore insure according by provided that in the case of export orders the Goods shall be at the Purchasers risk when they pass the ship’s rail (unless terms others than F.O.B. or C.I.F. are specified in the said Acknowledgment of Order in which case such terms shall govern the position) and the Sellers shall not be under any obligation to give a notice to the Purchasers under the Sale of Goods Act 1979 Section 32(3).
(b)The Sellers supply writing instruments for use on a business to business basis where the intended final recipients are adults. The products are not suitable for use by children and it is the Purchasers responsibility to ensure the products are used appropriately.
(c) Title to the Goods will pass to the Purchasers when the Purchasers have paid the Sellers in full for all the Goods. Until such full payment the Purchasers shall keep the Goods for the Sellers in the capacity of bailee and shall store the Goods in such a way that they are clearly the property of the Sellers and shall deal with Goods directed by the Sellers. If the Purchasers make default in payment or if any other reason the Sellers treat this contract as discharged the Sellers may repossess the Goods and the Purchasers hereby irrevocably licence the Sellers to enter into Purchasers’ premises for the purpose of such repossession.
9. GUARANTEE AND LIABILITY
(a) Goods sold by the Sellers are guaranteed against defective materials or faulty workmanship but only to the extent that any Goods (other than Services) or any part thereof returned to the Sellers and upon examination by the Sellers found to have been defective at the time of despatch will be repaired or replaced by the Sellers at their option free of charge and that any Services upon examination by the Services found to have been faulty at the time of their completion will be rectified by the Sellers free of charge provided that and as a condition of such guarantee the Purchasers:-
(i) have complied with their obligation hereunder and in particular have made payment in full for the Goods.
(ii) have not carried out any repair alteration, process operation or treatment to the Goods without the Sellers’ written consent.
(iii) notify the Sellers in writing of such defect or fault within a period of 14 days from the date of delivery of date of completion of any services rendered.
(b) To the extent that the Sellers undertake responsibility for the delivery of the Goods, their liability for damage to the Goods in transit or for non-delivery of the Goods arising from any act neglect or default of the Sellers or the Sellers’ employees or independent contractors or howsoever arising or caused shall be extinguished if the Purchasers do not not notify the Sellers and the Carrier of any such claim within 7 days of delivery in the case of damage in transit or within 14 days from days from the date of the Sellers’ advice note or invoice in the case of non-delivery.
(c) Subject to the foregoing provisions of this Clause the Sellers shall have no liability to the Purchasers for any death or personal injury or loss of or damage to the Goods (including loss or damage in transit or non-delivery) or other property or any other loss, damage, delay or liability whatsoever (including consequential loss or damage) arising from any act of neglect or default of the Sellers or the Sellers’ employees or independent contractors or howsoever arising or caused.
(d) All liabilities of the Sellers to the Purchasers determined by a court of law as not having been excluded hereunder shall be limited in total to the total price of the Goods as shown on the Sellers invoice.
(e) The Purchasers shall indemnify the Sellers against:-
(i) any death, injury, damage or loss which may be caused to the Sellers or the Sellers employees or independent contractors of their respective property in connection with the carrying out of the Services on the Purchasers’ site whether the same arises from any act the neglect or default of the Purchasers or the Purchasers’ employees or independent contractors or
howsoever arising or caused, and
(ii) any liability hereunder and all claims actions or proceedings brought against the Sellers or the Sellers’ employees in relation to the Goods or in any way connected herewith whether
such action or legal proceedings arise from or as a result of the negligence of the Sellers or the Sellers’ employees or independent contractors or howsoever arising or caused.
(f) The Purchasers shall be responsible for the Goods being suitable in every way for the purpose for which they intend to use them andno warranty condition or representation is given by the Sellers as to the fitness of the Goods for any particular purpose.
(g) The Purchasers should insure against any risk not accepted by the Sellers hereunder and particularly ensure that such policy covers any additional value in excess of that referred to sub-clause (d) hereof.
(h) The Sellers’ prices are based on the assumption their liabilities are set out in the Clause and accordingly the guarantee given in sub-clause (a) hereof is not assignable and together with the other liabilities accepted hereunder is given in lieu of and to the express exclusion of all other guarantees, conditions, warranties, representations and descriptions whether express or implied in any manner save where and to the extent that the law prohibits the exclusion or restriction of such liability.
(i) Subject to sub-clause (j) hereof where the Purchasers “deal as a consumer” in relation to the Sellers as defined by the Unfair Contract Terms Act 1977 (or any statutory modification or re-enactment thereof) sub-clauses (c) to (i) hereof shall not apply.
The Sellers reserve the right to supply Goods which may not correspond exactly with the design, sizes, weights, specifications or other particulars given.
Failure by the Sellers at any time to enforce any of the provisions of these General Conditions shall be construed as waiver by the Sellers of such provisions or in any way affect the validity of these General Conditions.
12. ASSIGNABILITY AND SUB-CONTRACTING
(a) The contract may not be assigned or transferred by the Purchasers without the prior written consent of the Sellers.
(b)The Sellers may sub-contract any of their obligations under the Contract.