All business, quotations and orders are accepted or undertaken by the company subject to these conditions of sale which supersede any other terms appearing elsewhere and exclude and override any other terms or representations stipulated or incorporated or referred to by the company, whether in the order or in any negotiations or any course of dealing established between the company and the customer, unless expressly agreed in writing, these conditions shall prevail over any inconsistent terms, communications or form of contract. In these conditions references to the ‘company’ are to Coronado Controls Ltd and references to the ‘customer’ are to any person, firm or company with whom the company enters into any contract whether directly or indirectly. Throughout these conditions, the term ‘in writing’ shall mean written agreement or confirmation signed by an authorised representative of the company. No waiver or variation of these conditions shall be valid unless agreed in writing. The failure of the company to insist upon the strict performance of any of the terms and conditions of the contract shall not be construed as a waiver of any such term or condition and shall in no way affect the company’s right to enforce such provision later.
All quotations shall be verbal or given in writing and shall be valid for a period of 45 days unless otherwise stated. No order shall be binding on the company unless the order is placed during the quotation’s validity period and accepted by the company in writing (even when the order is in response to a detailed quotation issued by the company).
All prices together with all the costs and charges are exclusive of VAT, duties and levels which shall be payable by the customer in addition to the price at the applicable rates. Unless otherwise agreed in writing the price for the goods shall be set out in the company’s quotation or if no quotation is provided the price list in force at the time the goods are ordered. The customer may qualify for discounts the amount of which shall be as determined by the company. The amount of any discount may vary if the quantity of goods ordered and the quantity delivered to the customer differ.
For deliveries within England and Wales the costs of carriage on all orders will be for the account of the customer. The company reserves the right to choose the method of transport for the carriage of goods.
If the goods are to be exported the provisions of clause 15 shall apply.
4. SMALL ORDERS
The Company reserves the right to levy a handling charge on any orders.
Samples supplied will be invoiced at the normal sale price and once returned the samples will then be credited. The costs of returning any samples shall be for the account of the customer. Notwithstanding that a sample of the goods may have been exhibited to and inspected by the customer, it is hereby agreed that such a sample was so exhibited and inspected solely to enable the customer to judge for himself the quality of the bulk of the goods and not so as to constitute a sale by sample.
The customer shall take the goods at his own risk as to their corresponding with the said sample or as to their quality, condition or sufficiency for any purpose.
In the light of continuing development, design, materials, finish, colour or packaging may be changed without notice. All sales and promotional literature is intended for guidance only and intended to present a general idea of the goods to which they refer, and shall not form part of any contract.
The company will not be liable for any loss or damage or shortage during delivery or for non-delivery unless the customer notifies the company in writing within three days of receipt of the goods and in the case of non-delivery, if notification in writing is received by the company within seven days of the date of the relevant invoice.
The company may after giving the customer notice in writing, suspend deliveries under this and/or any other contract the company may have with the customer if the customer has failed to make payment on the due date for any goods delivered or (though the customer is not in arrears with any payment), when the company considers the amount outstanding on the customer’s account (whether actually due for payment or not) to be the limit to which the company is willing to allow credit. Delivery dates given by the company are estimates only and accepted as such by the customer and are deemed not to be of the essence of any contract between the customer and the company.
Delivery shall occur on despatch from or collection from the company premises by courier whether or not the carrier is the company’s agent or servant. Unless otherwise agreed in writing the company shall deliver the goods to the address specified in the customer’s order. Risk in the goods but not property shall pass to the customer on delivery.
Goods may only be returned with the written agreement of the company. If the customer wishes to reject goods as a result of the goods supplied failing to comply with the order, written notification must be given to the company within 14 days of delivery providing details of how the goods supplied fail to comply with the customer’s order.
Where a customer is advised that goods are ready for collection or in so far as there is a delay in delivery which is attributable to the customer, the company reserves the right to charge such additional transportation costs and storage charges which arise as a result of the customer’s failure to take delivery on the date or to collect the goods within 7 days of being advised that the goods are ready for collection.
11. CREDIT FACILITIES
These will be granted to customers at the discretion of the company, and will continue as long as the conduct of the account conforms totally with these conditions of sale. The company at its discretion, may decline to grant, or may discontinue, credit facilities at any time, and shall not be obliged to disclose its reason for so doing. Pending the establishment of a credit account, the goods will be supplied under proforma arrangements (see clause 12 below).
12. SETTLMENT OF ACCOUNTS
(a) Credit accounts are due for payment, by the end of the month following the month of delivery. Pro forma accounts must be settled by either cash or by the provision of a cheque. The company will not commence production of the goods until such cash payment is received or if payment is made by cheque, until such cheque has cleared.
(b) Payment shall be in full in sterling without any set off, deduction or counterclaim.
13. OVERDUE ACCOUNTS
The company reserves the right, without further notice, to take such steps as it sees fit to recover sums overdue under any accounts. The company may charge the reasonable cost of any debt recovery procedures to the customer’s account. Interest will be charged at 8% above Bank base rate per month or part thereof on all overdue accounts both before and after judgement from the date of payment until the price is paid in full.
14. RETENTION OF TITLE
(a) All goods are sold and delivered on condition that no property the same whether legal or equitable shall pass to the customer until payment of the full price for all the goods the subject to any contract between the company and the customer has been received by the company. Whilst property in the goods remains with the company, the goods will be held by customer as baile in a fiduciary capacity and will be stored safely and separately and insured in such a manner that they can be readily identified as belonging to the company.
(b) Notwithstanding the provisions of the above paragraph, at all times following delivery of the goods and preceding payment the customer shall have power to resell or otherwise deal with the goods in the ordinary and normal course of its business provided that the customer will hold such part of the proceeds of resale of or dealing with the goods as equates to the full price of the goods remaining unpaid to the company as trustee thereof on the company’s behalf and shall pay the same into a separate account. If the company so requires, the customer shall assign to the company all claims for payment against any sub-purchaser.
(c) Should the goods become constituents of, or be converted into other products while ownership remains with the company, the company shall have the legal and beneficial ownership of such other products as if the whole of such other products had been supplied by the company.
(d) The customer hereby grants to the company an irrevocable licence to enter at any time the premises of the customer for the purposes of inspecting and repossessing goods the ownership of which has remained with the company for the purposes of ensuring the requirements are being complied with and the company shall not be responsible for and the customer will indemnify the company against any liability for an damage or loss occurring by virtue of any such inspection or repossession where such damage or loss could not reasonably have been avoided.
(e) During such time as title of the goods remain in the company the customer shall not remove, obscure or delete any mark placed on the goods by the company which shall enable the goods to be identified as belonging to the company.
(a) This condition applies where goods are supplied for export from the United Kingdom.
(b) Unless the company expressly agrees otherwise with the customer, prices are ex works. Transportation, and the preparation of all export documentation may be arranged by the company and at the customer’s request in which case extra charges for such services shall be payable by the customer.
(c) The customer is responsible for complying with all the laws and regulations governing the import of the goods into any country and for ensuring that the goods comply with all laws, regulations and licensing requirements of any country to which they are exported.
The customer shall indemnify the company against the consequences of any breach of those laws, regulations and licensing requirements.
(d) Section 32(3) of the Sale of Goods Act 1979 shall not apply. Where goods are handed to a carrier or UK Port for export to the customer, that carrier or port shall be treated as an agent of the company for the purposes of Sections 44, 46 and 48 of the Sale of Goods Act 1979.
(a) The company will use its reasonable endeavours to assign the benefit of any warranties received from its supplier to the customer. The company shall not be liable for any damages, loss of profit or goodwill or for any direct, indirect, special, economic or consequential damage, loss or injury arising from the goods supplied or otherwise in relation to the performance of any contract between the company and the customer. The customer shall indemnify the company against any claim made by a third party against the company in respect of any damage, loss or injury arising from such a claim.
(b) Nothing in these conditions shall exclude liability of the company for death or personal injury resulting from its negligence insofar as the same is prohibited by the UK Statute.
(c) Save as expressly provided in these conditions, all terms, conditions, representations and warranties (whether express or implied) relating to the sale of goods are excluded and the goods are not sold description or sample. It shall be the responsibility of the customer to satisfy himself as to the fitness or suitability of the goods for any particular purpose.
17. FORCE MAJEURE
The company shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following, acts of God, outbreak of hostilities, war, riot, civil disturbance, acts of terrorism, government order, direction of legislation, fire, explosion, flood, bad weather, accident, strike or other industrial action, lockout, power failure, failure or breakdown of plant machinery or vehicles, transport delays, default of suppliers or any other occurrence over which the company has no control.
18. LEGAL CONSTRUCTION
These conditions and any contract following thereof shall be governed by and construed in accordance with English Law and the customer submits to the jurisdiction of the High Court of England but the company may enforce the contract in any court of competent jurisdiction.