Click
here for a downloadable PDF of full Terms and Conditions
GENERAL 1.
In these Conditions
a) Cablecraft Limited is called the Company and the individual,
firm, company or other party with whom the company Contracts
is called “The Customer”:
b) “goods” means the goods, articles and materials
which are to be supplied by the Company pursuant to the
Contract (as hereinafter defined);
2.
a) any quotation or estimate given by the Company is an
invitation to the Customer to make an offer only and no
order of the Customer placed with the Company in pursuance
of a quotation or estimate or otherwise shall be binding
on the Company unless and until it is accepted by the
Company;b) Any contract howsoever made, between the Company
and the Customer (“the Contract”) shall incorporate
and be subject to these Conditions and receipt of goods
by the Customer shall be deemed to be conclusive proof
that the Customer has accepted these Conditions in the
absence of any express or other implied acceptance of
these Conditions by the Customer;
c) Without prejudice to the generality of the foregoing
all other terms and conditions (except those implied in
favour of a seller which are not inconsistent with these
Conditions) whether or not the same are endorsed upon,
delivered with or referred to in any purchase order or
any other document delivered or sent by the Customer to
the Company are expressly excluded. Any reference in the
Contract to the Customer’s order specification or
like document will not be deemed to imply that any terms
or conditions endorsed upon, delivered with or referred
to in such order, specification or line document will
have effect. back
to top]
PRICES 3.
Unless otherwise provided in the Contract:
a) The price of the goods does not include the cost of
cases or other packing materials which shall remain the
property of the Company and will be returnable at the
Customer’s expense at the request of the Company.
Any such cases or packing materials shall be paid for
by the Customer as if part of the goods included in the
contract but if returned by the Customer a credit will
be issued subject to the manufacturers depreciation and
rental charges;
b) The price of the goods and services is exclusive of
Value Added Tax, or any other sales tax or excise duties
paid or payable by the Company which will be charged at
the rate applicable at the appropriate tax point;
c) The price of the goods does not include the cost of
carriage;
d) Prices quoted for immediate delivery from stock are
firm, subject to such stock remaining unsold at the time
the Company accepts the Customer’s order. Otherwise
prices quoted are based on costs at the date of quotation
and the Company reserves the right to increase all prices
at any time without notice and the price payable by the
Customer shall be the price applicable at the date of
delivery of the goods. back
to top]
DELIVERY
AND RISK 4.
a) Delivery of the goods shall be made to the Customer
at the pace specified in the Contract or as subsequently
agreed between the parties and the risk in respect of
all goods shall pass to the Customer at the time of delivery,
if no place for delivery is specified or agreed, delivery
shall take place at the Company’s work immediately
prior to loading for despatch to the Customer. Nothwithstanding
such delivery, the property in and title to the goods
shall not pass to the Customer except as provided in Condition
5.
Where the Company does not deliver on its own transport
and unless otherwise agreed in writing, the Company shall
on behalf of the Customer and at the Customer’s expense
arrange for the carriage of the goods and the carrier
selected by the Company shall be the agent of the Customer.
Special notice is directed to the fact that in accordance
with the provisions of Section 32 of the Sale of Goods
Act 1979 delivery to the carrier will, in such circumstances
constitute delivery to the Customer; b) if delivery is
to be made at the premises of the Company’s warehouseman
or other bailee, sufficient delivery shall be made by
the delivery to the Customer by the Company of an order
on, or by the transfer to the Customer of the warrant
of such warehouseman or bailee for the release or delivery
of the goods;
c) The Company shall be entitled to make delivery of the
goods by installments and to invoice the Customer for
each installment despatched;
d) Where damage to or loss of the goods occurs before
delivery thereof to the Customer the Company undertakes
(subject as provided below) to replace or (at its discretion)
to repair free of charge any goods so damaged or lost
in which event the time for delivery of the damaged or
lost goods shall be extended for such period as the Company
shall reasonably require for such replacement or repair.
The foregoing undertaking of the Company is conditional
upon:-
i) the Customer giving written notice of such damage or
loss with reasonable particulars thereof to the Company
and to the carrier (if other than the Company) within
14 days of the receipt of the goods or in the case of
total loss within 7 days of receipt of the Company’s
or the carrier’s delivery advice or other notification
of despatch; and
ii) the Customer if requested by the Company and at the
Customer’s cost returning any damaged goods to he
Company’s works within one month of receipt thereof.
e) Where the goods are not manufactured or supplied directly
by the Company and are delivered direct to the Customer
by, or collected by the Customer from the manufacturer
or supplier the Company shall not be liable for any damage
to or loss of the goods whatsover or whensoever occurring:
f) Save as expressly provided in the Condition, the Company
shall not have any liability whatsoever for or in connection
with any damage to or loss of the goods in transit to
the contracted place of delivery.
5.
a) Title to and property in the goods shall remain vested
in the Company (notwithstanding the delivery of possession
of the same and the passing of the risk therein to the
Customer) until
1) The price of the goods comprised in this Contract;
and
2) all other money due from the Customer to the Company
on any other account has been paid or satisfied in full;
b) Until the title to and property in the goods pass to
the Customer as aforesaid the following provisions shall
apply:-
1) the Company may at any time without prior notice to
the Customer repossess and resell the goods if any of
the events specified in Condition 12 hereof shall occur
or if any sum owed by the Customer to the Company under
this or any such other Contract is not paid on the due
date for payment. For the purpose of exercising its rights
under this sub-paragraph 1) the Company, its employees
or agents together with all vehicles and plant considered
by the Company to be necessary shall be entitled at any
time without prior notice to the Customer to free and
unrestricted entry upon the Customer’s premises and/or
other locations where any of the goods are situated;
2) The Customer shall store the goods in a proper manner
without charge to the Company and ensure that they are
clearly identified as belonging to the Company. Without
prejudice to sub-paragraph 1) of this Condition, the Company
shall be entitled to examine the goods in storage at any
time during normal business hours and upon giving the
Customer reasonable notice of its intention to do so;
3) the rights and remedies conferred upon the Company
by this Condition 5 are in addition to and shall not in
any way prejudice, limit or restrict any other rights
or remedies of the Company under the Contract;
6.
a) The Company will use its reasonable endeavours to comply
with any date or dates for despatch or delivery of the
goods as stated in the Contract, but unless the Contract
otherwise expressly provides such date or dates shall
constitute only statements of expectation and shall not
be binding. If the Company having used its reasonable
endeavours fails to despatch or deliver the goods by such
date or dates, such failure shall not constitute a breach
of the Contract nor shall the Customer be entitled to
treat the Contract as thereby repudiated or to rescind
it or any related contract in whole or in part to claim
compensation for such failure or for any consequential
loss or damage resulting therefrom;
b) If the Company is prevented or hindered from performing
the Contract or any part thereof by any circumstances
beyond its reasonable control including (but without limiting
the generality of the foregoing) strikes, lockouts or
other industrial action, inability to obtain materials
or labour, power or machinery breakdown or failure, fire,
flood, civil commotion or any cause of whatever kind and
whenever occurring, Further performance of the Contract
shall be suspended for so long as the Company is so prevented
or hindered provided that if the performance of the Contract
is suspended for more than two consecutive calendar months
the Customer shall be entitled by notice in writing to
the Company forthwith to terminate the contract or to
cancel any outstanding part thereof and in such circumstances
the Customer shall pay at the Contract rate for all goods
and services supplied and materials used by the Company
to the actual date of such termination. The Company shall
not have any liability to the Customer for any direct
or consequential loss or damage suffered by the Customer
as a result of the Company’s inability to perform
its obligations under the Contract by reason of any such
circumstances;
c) Where goods are delivered by installments each such
installment shall be deemed to be sold under a separate
contract to which these Conditions shall apply (mutatis
mutandis) and save as provided in Condition 8d) not default
in respect of any one installment shall affect or prejudice
due performance of the contract as regards any other installments;
d) Where goods are to be supplied or delivered by the
Company in accordance with periodic delivery schedules
or similar notification of the delivery requirements of
the Customer, the Customer shall not be entitled to cancel
or vary any such delivery schedule or requirement which
is expressed by the Customer to be a firm requirements
without the prior written consent of the Company and the
Company shall be entitled to reimbursement of any additional
costs and expenses incurred or suffered as a result of
such cancellation or variation;
e) When expedited delivery or completion is agreed to
by the Company and necessitates overtime or other additional
costs, the Customer shall reimburse the Company for the
amount of such overtime payment or other costs. Where
postponement of delivery or completion is agreed by the
Company the Customer shall, if required by the Company
pay all costs and expenses (including a reasonable charge
for storage and insurance of the goods and interest on
the contract price) occasioned thereby but the goods shall
be held at the Customer’s risk as from the time of
postponement;
f) If performance of the Contract is suspended at the
request of or delayed through default of the Customer
including (without prejudice to the generality of the
forgoing) lack of, incomplete or incorrect instructions
or refusal to collect or accept delivery of the goods
or services for a period of 7 days, the Company shall
be entitled to payment at the Contract rate for services
already performed, goods supplied or ordered and any other
additional costs thereby incurred including storage insurance
and interest PROVIDED THAT if the Customer fails to collect
or accept delivery of the goods or any part thereof within
28 days of written notification from the Company that
the goods are ready for collection or delivery, the Company
shall be entitled (without prejudice to its other remedies
under the Contract for such breach) to sell or at its
option destroy the goods and to apply the proceeds of
sale thereof if sold and the scrap value if destroyed
towards payment of all sums due to the Company under the
Contract; g) the Company shall be entitled without the
prior approval of the Customer to assign, sub-contract
or sub-let the contract or any part thereof, but the Customer
shall not be so entitled without the prior approval of
the Company. back
to top]
ACCEPTANCE
7. a) Without prejudice to the Customer’s rights
under Condition 10, the Customer shall be deemed to have
accepted the goods as being in conformity with the Contract
and shall be bound to pay for them, unless written notice
of rejection thereof is received by the Company within
14 days of delivery. Save in the circumstances referred
to in Condition 10 goods accepted by the Customer cannot
subsequently be returned and any claim which the Customer
might otherwise have shall be deemed to have been waived;
b) If after notice of rejection has been given, the Customer
deals with the goods as owner hereof or if any conduct
of the Customer is inconsistent with such rejection or
with the ownership of the goods by the Company, the Customer
shall be deemed to have accepted the goods and be bound
to pay for them. back
to top]
PAYMENT
8. a) Unless the customer has a credit account with the
Company the contract price for the goods shall be payable
with the Customer’s order or against a proforma invoice;
b) Customers wishing to open a credit account with the
Company must furnish credit references which unless otherwise
stated shall be one bank reference and two trade references;
c) Where goods are delivered or performed by installments,
the Customer shall be obliged to pay for each installment
upon the terms set out in sub-paragraph 8 of this Condition;
d) The time stipulated for payment shall be of the essence
of the Contract and failure to pay within the period specified
shall entitle the Company upon the expiration of 14 days
notice in writing to the Customer to suspend further performance
of the Contract pending payment and in addition the Company
shall be entitled without liability wholly or partially
to cancel the Contract or any other contract between the
Company and the Customer without prejudice to any other
remedy available to the Company;
e) Unless otherwise agreed in writing the Customer shall
not be entitled to set off against any monies due to the
Company under the Contract, any amount claimed by or due
to the Customer from the Company whether pursuant to the
Contract or on any other account whatsoever;
f) The Company shall be entitled to interest as well after
as before judgement on any part of the Contract price
not paid by its due date from the date until actual payment
at the rate of 5 per cent per annum above Base Lending
Rate of Bank of England prevailing from time to time during
such period.
DRAWINGS AND SPECIFICATIONS
9. Unless it is expressly stated in the Contract that
any figures or statements herein or in the Company’s
catalogues, sales literature or in any relevant drawings
or other documents supplied by the Company as to the performance
of the goods are guaranteed to be accurate, such figures
and statements shall be approximate and subject to a reasonable
variation. The Company gives no guarantee or representation
that the goods will in all cases by identical with the
illustration, weights and dimensions specified in such
catalogues and literature drawings or other documents
due to improvements and modification to the goods or their
specifications that may be made from time to time. The
Company will notify the Customer in writing of any material
alterations to any specifications relating to the goods
and the Customer shall be deemed to have accepted such
alterations unless notice in writing to the contrary is
received by the Company within 7 days of the Company’s
notice to the Customer. back
to top]
WARRANTY
10. a) Where any goods or services (or any part thereof)
are shown to the reasonable satisfaction of the Company,
to be defective by reason of faulty materials or workmanship
or design, and the Customer reports the defect to the
Company in writing within a period of 14 days of delivery
and returns the goods to the Company within 3 months from
the date of their original despatch or supply (fair wear
and tear excepted) the Company shall at its sole option:-
1) deliver replacement goods and/or supply further services
to the Customer free of charge; and/or 2) refund to the
Customer the Contract price of such goods and/or services;
and/or 3) require the Customer to retain the goods and/or
services and grant to the Customer a reasonable allowance
in respect of such defects
PROVIDED that:
i) the goods have been properly and correctly stored and/or
used by the Customer; and
ii) the liability of the Company under this paragraph
a) shall be accepted by the Customer in substitution for
and to the exclusion of any other claims for direct loss
which the Customer has or may have;
b) The liability of the Company for any claim or claims
other than those falling within paragraph a) above for
direct injury, loss or damage made by the Customer against
the Company whether in contract or in tort (including
negligence on the part of the Company, its servants or
agents) arising out of or in connection with any defect
in the goods and/or services or any act, omission, neglect
or default (whether or not the same constitutes a fundamental
breach of the Contract or the breach of a fundamental
term thereof) of the Company its servants or agents in
the performance of the Contract (including, without limiting
the generality of the foregoing, breach of any condition
or warranty whether express or implied by statute, common
law or otherwise howsoever) shall be limited to £100,000;
c) The Company shall not be liable for claims for economic
loss, loss of production, loss of profit, loss of opportunity,
loss of bargain or other indirect or consequential injury
loss or damage made by the Customer against the Company
whether in contract or in tort (including negligence on
the part of the Company its servants or agents) arising
out of or in connection with any such defect, act, omission,
neglect or default referred to in sub-clause b) of this
clause;
d) Nothing in these Conditions shall:-
1) limit or exclude the liability of the Company in respect
of death or personal injury resulting from the negligence
of the Company, its employees or agents; or
2) limit or exclude the respective rights and remedies
of the Company and the Customer under the Unfair Contract
Terms Act 1977; or
3) exclude the conditions and warranties implied by Section
12 of the Sale of Goods Act 1979 and, where the Customer
deals as a consumer, the conditions implied by Sections
13 and 15 inclusive of the said Act and by Sections 3
and 4 of the Supply of Goods and Services Act 1982. back
to top]
HEALTH
AND SAFETY
11. a) The attention of the Customer is drawn to the provisions
of Section 6 of the Health and Safety at Work etc. Act
1974. The Company will make available such information
as is appropriate relating to the goods and materials
supplied as is in its possession to ensure that as far
as is reasonably practicable they are safe and without
risk to health when properly used;
b) the Customer hereby undertakes pursuant to Section
6(9) of the Health and Safety at Work etc. Act 1974 to
take such measures as are communicated in writing to the
Customer by the Company and to take such other steps as
are sufficient to ensure, so far as is reasonably practicable,
that the goods will at all times by safe and without risk
to health when properly used. The goods and materials
shall not be regarded as properly used when they are used
without regard to any relevant information or advice relating
to their use which has been communicated to the Customer
pursuant to this clause;
c) the Company shall not be liable to the Customer in
any civil proceedings brought by the Customer against
the Company under any Health and Safety Regulations made
pursuant to the Health and Safety at Work etc Act 1974
where such exclusion of liability is permitted by law;
d) the Customer shall indemnify and keep indemnified the
Company in respect of any liability, monetary penalty
or fine in respect of or in connection with the goods
or services incurred directly or indirectly by the Company
under the Health and Safety at Work etc. Act 1974 or any
regulations orders or directions made thereunder. back
to top]
INSOLVENCY
AND BREACH OF CONTRACT
12. If any of the following events occur, are, threatened
or in the opinion of the Company are reasonably likely
to occur:-
a) The Customer shall commit any breach of the Contract
and shall fail to remedy such breach (if capable of remedy)
within a period of thirty days from receipt of notice
in writing from the Company, requesting such breach to
be remedied; or
b) Any distress or execution is levied upon any of the
goods or property of the Customer; or
c) The customer (or where the Customer is a partnership
any partner thereof) offers to make any arrangements with
or for the benefit of its or his creditors or commits
any act of bankruptcy; or
d) The Customer (being a limited company) has a Receiver
appointed of the whole or any part of its undertaking
property or assets or an order is made or a resolution
is passed or analogous proceedings are taken for the winding
up of the Customer (save for the purpose of reconstruction
or amalgamation without insolvency and previously approved
in writing by the Company) the Company shall thereupon
be entitled without prejudice to its other rights hereunder,
forthwith to suspend further performance of the Contract
and of any other contract or any other contract between
the Company and the Customer until the default has been
made good or to determine the Contract or any other contract
between the Company and the Customer or any unfulfilled
part thereof or at the Company’s option to make partial
supplies of goods. Notwithstanding any such termination
the Customer shall pay to the Company at the Contract
rate for all work done materials used and goods delivered
up to and including the date of termination and shall
in addition indemnify the Company against any resulting
loss, damage or expense incurred by the Company in connection
with the supply or non-performance of the Contract including
the cost of any material, plant or tools used or intended
to be used therefor and the cost of labour and other overheads
including a percentage in respect of profit. back
to top]
SEVERENCE
13. If at any time any one or more of these Conditions
(or any paragraph, sub-paragraph or any part thereof)
is held to be or becomes void or otherwise unenforceable
for any reason under any applicable law, the same shall
be deemed omitted herefrom and the validity and/or enforceability
of the remaining provisions of these Conditions shall
not in any way be affected or impaired thereby. back
to top]
WAIVER
14. The rights and remedies of the Company under the Contract
shall not be diminished waived or extinguished by the
granting of any indulgence, forbearance or extension of
time by the Company nor by any failure of or delay by
the Company in asserting or exercising any such rights
or remedies. back
to top]
LAW
15. These Conditions and each and every Contract made
pursuant thereto shall be governed by and construed in
all respects in accordance with the Laws of England and
the Company and the Customer irrevocably submit to the
exclusive jurisdiction of the English Courts.
CABLECRAFT
LIMITED, UNIT 3, CIRCLE BUSINESS CENTRE, BLACKBURN ROAD,
HOUGHTON REGIS, BEDS. LU5 5DD.
