CONDITIONS FOR THE SUPPLY OF GOODS

C&S - CCSG Issue 9
Date: 15th January 2019

  1. DEFINITIONS

a) The term 'Buyer ' shall mean the company so named in the Purchase Order.

b) The term 'Seller' shall mean C and S Equipment Limited.

c) The word 'Goods' shall include all goods, equipment and services covered by the Buyer's Purchase Order and shall include associated documentation, drawings, manuals, etc.

d) The 'Contract' shall mean the Contract between the Seller and Buyer consisting of these Conditions, Buyer's purchase order as finally accepted by seller by virtue of his written acknowledgement of order, and any other documents (or parts thereof) specified by Seller.

e) 'Acknowledgement of Order' shall mean the standard format or letter signed and issued by Seller.

f) 'Contract Price' shall mean the sum named in the Contract or ascertained in accordance with the Contract as the Contract Price subject to such additions or deductions from such sums as may be made under the provisions of the Contract.

 

  1. ACCEPTANCE/ACKNOWLEDGEMENT OF ORDER.

No conditions submitted or referred to by Buyer shall form part of the Contract unless agreed to in writing by Seller.  Furthermore any acceptance in whole or part of Buyer's Conditions of Contract is without precedent or prejudice in respect of any individual and subsequent Quotations and/or Orders.

 

  1. VARIATIONS OF WORK.

Charges for variations of work authorised by Buyer shall be noted and agreed with Buyer before continuing with the work.

 

  1. TRAINING.

Where operator training forms part of the supply, any delays in Buyer’s personnel attending site or no-show requiring a subsequent attendance by our trainer will incur additional costs.

 

  1. TERMS OF PAYMENT.

a) Where invoices are raised for elements of a Contract, each invoice raised:

(i) shall be deemed to arise from a separate Contract, and (ii) shall be invoiced separately.

b) Any invoice for any element of any Contract shall be payable in full in accordance with the terms of payment therein without reference to and notwithstanding any defect or default in the delivery of any other element of any Contract.

c) In the event of payment not being made in accordance with the terms, without prejudice to Seller's rights of action to recover such amount(s), Buyer shall additionally pay Seller interest on such amounts which shall accrue during the period from the date due for payment of invoice(s) to the date of payment(s) inclusively at a rate of 2½% per calendar month.

d) Value Added Tax where applicable shall be shown separately on all invoices as a strictly nett extra charge.

 

  1. DELIVERY AND COMPLETION DATES.

Seller undertakes in all good faith to achieve completion by the promised date, but delivery by the said date shall not be of the essence of the Contract unless otherwise agreed in writing by the Seller.  Any penalty proposed by the Buyer in respect of completion is inadmissible as a deduction from the Contract Price.

 

  1. FACILITIES PROVIDED BY BUYER.

The Buyer shall provide such facilities and services (including, but not limited to, access to site, off loading, prepared foundations, groundwork and fixings, power supplies and utilities) as may be reasonably specified by the Seller in the quotation.

 

  1. DELIVERY /COMPLETION DELAY BY BUYER.

In the event of the delivery and /or the commissioning being delayed at the request of, or due to the action or omission of the Buyer, then payments shall be due as if the goods had been delivered and commissioned without such a delay to a maximum of 3 months after the scheduled date.

 

  1. SUSPENSION OR CANCELLATION OF CONTRACT.

In the event of such suspension or cancellation by the Buyer then, unless otherwise agreed in writing by the Seller, Buyer shall be liable for payment of such sums as relate to the proportion of the contract already completed, including sums relating to orders placed on suppliers and contractors which cannot be cancelled and also profits relating to such proportion of the contract.  Following such payment, the Buyer shall be entitled to receive such Goods and Services as have been executed up to the date of receipt of the written suspension or cancellation.

 

  1. QUALITY.

a) Unless agreed otherwise, the Goods supplied are warranted for 12 months from their delivery date to be free from manufacturing defect. The Seller’s responsibility for making good are subject to the following conditions:

I. The serial number or other identification of the goods must be specified.

II. At the Seller’s choice faults will be rectified at the Buyer’s or other nominated location.

III. The cost and risk of transport to and from such location will be the responsibility of the Buyer.

IV. If, in the sole determination of the Seller, rectification work can be properly carried out at the Buyer's location then travelling time and travelling costs, lodging and subsistence expenses will be payable by the Buyer. Repair time and all spare parts and materials will be covered by this warranty.

V. The Seller does not accept responsibility for any defects or damage caused directly or indirectly, by improper use, negligence, repairs by unauthorised personnel, transportation or failure to maintain the goods in accordance with instructions.

All other warranties or conditions as to quality or description (statutory or otherwise) are excluded except in so far as such exclusion is prevented by law.  Buyer shall forthwith after completion of the Contract notify Seller of any defects which are reasonably apparent to enable the complaint to be investigated.

b) A prime condition of the Seller's warranty is that the Buyer shall have disclosed all pertinent facts relating to the requirements of the Contract.

 

  1. LIABILITY.

Seller's overall liability to Buyer in respect of warranties express or implied, or any claims in tort and in Contract, for which the Seller is legally liable shall be limited to a sum or costs not exceeding the value of the contract.  In no event shall Seller's liability to Buyer extend to Buyer's loss of profits or any other consequential loss.

 

  1. TITLE AND RISK.

Title in the Goods shall pass to the Buyer only on payment of the total Contract Price.  The Goods shall be at the Buyer's risk following delivery and the Buyer shall ensure that they are adequately protected and insured and shall indemnify the Seller against all loss or damage.  Until the title in the Goods has passed to the Buyer, and if the Buyer is in breach of any part of these conditions, the Seller may require the Buyer to deliver up the Goods forthwith, at the Buyer's cost.  The Seller will immediately thereafter repay any payments already made by the Buyer less the amount of any claim the Seller may have against the Buyer under this Contract or otherwise.  Until the title of the Goods has passed, the Buyer hereby irrevocably grants licence to the Seller to enter any premises under the control of the Buyer for the purpose of obtaining possession of the goods in the event of the goods not being delivered up as required by this clause.

 

  1. FORCE MAJEURE.

If Seller is prevented or hindered from carrying out its obligations hereunder by circumstances beyond its reasonable control, including without limitation any form of Government intervention, strikes, lockouts, exceptional weather conditions (such circumstances being herein referred to as Force Majeure) then the performance of such obligations shall be suspended for such time as the circumstances aforesaid last and the Seller shall not be liable for any delay occasioned.

 

  1. PATENTS.

Seller will indemnify Buyer against any claims for infringement of Letters Patent, Registered Design, Trade Mark or Copyright in conjunction with the Contract and against all costs and damages which the Buyer may incur and any actions for such infringement for which buyer may become liable in any such action.  Provided always that this indemnity shall not apply to any infringement which is due to Seller having followed a design or instruction furnished or given by Buyer to the use of that which is supplied under the Contract in a manner or for a purpose not specified or disclosed to Seller, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by Seller and provided also that this indemnity is conditional on Buyer giving to Seller the earliest possible notice in writing of any claim being made or action threatened or brought that may ensue and all negotiations for a settlement of the claim.  Buyer on his own part warrants that any design or instruction furnished or given to him shall not be such as shall cause Seller to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of the Contract.

 

  1. ASSIGNMENT AND SUBLETTING.

Seller shall not assign any Purchase Order received but reserves the right to sub-let all or part of the work as necessary and normal within Seller's custom and practice.  Seller shall be responsible for all work done and equipment supplied by its sub-contractors and suppliers.

 

  1. RESPONSIBILITY FOR INFORMATION AND CONFIDENTIALITY.

Each party of the Contract shall be responsible for any inaccuracies, errors or omissions in particulars supplied by him whether such information has been approved or accepted by the other or not. Specifications, plans, drawing, commercial information, and the like supplied by either party in connection with the contract shall be regarded by the other party as secret and confidential and shall not, without consent in writing of the originating party, be published, conveyed or disclosed to any third party, or made use of by the other party except for the purpose of the contract.

 

  1. ARBITRATION AND LAW.

All disputes which may arise  under, out of or in connection with or in relation to the Contract shall be submitted to the arbitration of the London Court of Arbitration under and in accordance with its Rules at the date hereof.  The parties hereto agree that service of any notice in the construction, validity and performance hereof shall be governed by the laws of England.

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