Application Of These General Conditions
1.1. These general conditions apply to all contracts for the sale or provision of goods or services by Custom Consoles Ltd.
1.2. No addition to, nor any variation or waiver of, these general conditions, nor any terms or conditions proffered by the Customer or printed on the Customer's purchase order shall have any legal effect unless expressly agreed in writing on behalf of Custom Consoles Ltd by a duly authorised employee of Custom Consoles Ltd.
2.1. Custom Consoles Ltd will endeavour to fulfil the Customer's requirements promptly but no liability can be accepted for failure to deliver within advertised times.
3.1. Products will be invoiced at the prices ruling at the time of despatch.
3.2. Except where a quotation is expressed to be on the basis of a fixed price for a specific period, Custom Consoles Ltd may vary the price to reflect any variation in costs prior to delivery.
3.3. The price does not include VAT which will be charged at the rate ruling at the time of supply except where written proof of VAT exemption is provided at the time of placing the order.
4.1. Credit account invoices are due and payable in sterling 30 days from the date of the invoice unless otherwise agreed.
4.2. Custom Consoles Ltd should be notified immediately of any error on an invoice.
4.3. If any payment is overdue Custom Consoles Ltd may stop the delivery of products or provision of services to the Customer and payment shall become immediately due for all products and services supplied.
4.4. Custom Consoles Ltd may charge interest on any amount overdue at the rate of 4% per month compounding monthly until the sum due is paid.
TRANSFER OF PROPERTY AND RISK IN PRODUCTS SOLD
5.1. Products being sold shall remain the property of Custom Consoles Ltd until the whole of the price has been paid.
5.2. In the case of products which after delivery cannot be distinguished from or become intermingled with other goods, any such goods in the possession of the Customer or its agent shall be conclusively deemed to be or to include products the property of Custom Consoles Ltd by virtue of sub-clause
5.1. above and Custom Consoles Ltd shall have the right to nominate at its discretion which part of such goods are its property and to retake possession of the same at any time before the property has passed to the customer pursuant to Condition 188.8.131.52. The risk in products shall pass to the Customer upon delivery.
DELIVERY AND STORAGE
6.1. Custom Consoles Ltd reserves the right to charge for delivery.
6.2. If full delivery cannot be made to the agreed drop point or delivery address due to the Customer's act or omission, Custom Consoles Ltd may additionally charge for abortive journeys or part deliveries.
6.3. If the Customer fails to accept delivery Custom Consoles Ltd shall be entitled to make arrangements for storage of products and to charge the Customer accordingly and the Customer shall become responsible for the risk of loss of or damage to the products and for paying the contract price as if the products had been delivered.
SHORTAGE, LOSS OR DAMAGE IN TRANSIT
7.1. The Customer shall report promptly to Custom Consoles Ltd (and to the carrier if not Custom Consoles Ltd) any shortage or loss of or damage to products in transit. Damaged products and packing must be kept for inspection by Custom Consoles Ltd for a minimum period of 90 days.
7.2. Custom Consoles Ltd shall not be liable for any shortage, loss, damage or discrepancy unless notification (confirmed in writing) is received by Custom Consoles Ltd within 3 working days of delivery in the case of shortage, damage or discrepancy or within 13 working days from the date of intended despatch in the case of total non-delivery.
TECHNICAL SPECIFICATIONS, CATALOGUES, etc
8.1. All descriptions, technical specifications, drawings, illustrations given in catalogues or other literature issued by Custom Consoles Ltd while given in good faith shall not form part of the contract unless specifically incorporated therein and Custom Consoles Ltd accepts no liability for minor variations.
8.2. Custom Consoles Ltd specifications, data and other documents are copyright.
TRADE SECRETS AND INDUSTRIAL PROPERTY
9.1. Any know how or technical information or documents supplied at anytime by Custom Consoles Ltd to the Customer in connection with the contract shall be treated as confidential by the Customer, its employees and agents and shall not be reproduced or disclosed to any third party without Custom Consoles Ltd written consent.
9.2. Custom Consoles Ltd trade marks and names shall not be used otherwise than as applied by Custom Consoles Ltd to products supplied.
LOADING, UNLOADING, INSTALLATION AND COMMISSIONING ON SITE
10.1. If the contract covers carriage to site, or inspection or commissioning by Custom Consoles Ltd on site, the Customer shall provide free of charge adequate and safe access and facilities to Custom Consoles Ltd, its employees and sub-contractors.
10.2. Any person engaged in work on site in connection with the contract (other than an employee or sub-contractor of Custom Consoles Ltd) shall be deemed to be an employee or agent of the Customer.
11.1 Custom Consoles Ltd undertakes to repair or, at its option, replace products which fail (fair wear and tear excepted) within 12 months of the passing of risk in the products to the Customer and occurring under normal conditions and subject to proper storage, use and maintenance provided that: (i) the Customer notifies Custom Consoles Ltd promptly with details of any alleged defect or malfunction; and (ii) the Customer gives Custom Consoles Ltd or its agents the opportunity to inspect on site and, if Custom Consoles Ltd so requests, the products are returned promptly carriage paid (and details of carriage notified in writing to Custom Consoles Ltd in advance); and (iii) the products have not been repaired or modified by anyone other than Custom Consoles Ltd or its agents. (iv) the products have been installed in compliance with Custom Consoles Ltd recommendations.
11.2. If products are found to be defective Custom Consoles Ltd undertakes to refund the Customer's reasonable expenses incurred in the United Kingdom in returning such products to Custom Consoles Ltd or to Custom Consoles Ltd order.
11.3. Custom Consoles Ltd may at its option elect to refund or forgo the contract price and take back the products supplied or equipment provided in full satisfaction of any liability or obligation under sub-clauses 11.1. and 11.2. above.
11.4. If installation recommendations are not included with the products, or have not been previously supplied by Custom Consoles Ltd, it shall be the duty of the Customer to request these from Custom Consoles Ltd within 7 days of the date of delivery of the products to the Customer. Failing such request, or failure to comply with Custom Consoles Ltd installation recommendations, shall relieve Custom Consoles Ltd of responsibility for any loss or damage to products attributable directly or indirectly to defective installation.
REPRESENTATIONS, ADVICE AND EXCLUSION OF IMPLIED TERMS
12.1. The rights, obligations and liabilities of the parties under these conditions shall be in lieu of any warranty or condition implied by common law or by statute into a contract for the sale of products or supply of services. 12.2. No warranty is given that products or services are suitable or sufficient for any specific purpose unless such purpose is defined in the contract and expressly accepted by Custom Consoles Ltd in writing.
12.3. Advice given or representation made by Custom Consoles Ltd, its employees or agents are given and made without liability or otherwise except only if Custom Consoles Ltd agrees in writing to provide technical advice in return for a specific fee, in which case the liability of Custom Consoles Ltd, its employees and agents shall be limited to the amount of the fee received for such advice.
LIMITATION ON LIABILITY
13.1. Custom Consoles Ltd shall under no circumstances be liable in contract or otherwise for any loss, damage, expenses or injury whatsoever consequential or otherwise arising out of or in connection with the supply, installation, use or failure of or defect in the products beyond the value of the products to which the claim relates.
14.1. The Customer shall indemnify and hold harmless Custom Consoles Ltd and its employees against any claim made against, or any loss, cost, damage, injury or expense suffered by Custom Consoles Ltd or its employees or agents:- (i) howsoever arising on the Customer's site or any site to which delivery is made or on which services are provided at the request of the Customer; or (ii) caused or contributed to by the negligence of the Customer, its employees or other persons for whom the Customer is responsible; or (iii) arising out of any breach by the Customer or any liability of the Customer under the contract or these conditions; save, in any case, to the extent directly caused by the negligence of Custom Consoles Ltd, its employees or agents. 14.2. If at the request of (or by contract with) the Customer, Custom Consoles Ltd agrees to provide products or services to any person who is not a party to the contract, the Customer shall procure that such person agrees to be bound by these conditions as though a party to the contract, and the Customer shall indemnify Custom Consoles Ltd against any consequences of the Customer failing so to do, including any claim made by such person which he could not make if a party to the contract.
RESTRICTIONS ON EXPORT AND SALE
15.1. Custom Consoles Ltd consent (which will not be unreasonably withheld) must be obtained before goods are offered for resale outside the United Kingdom.
16.1. The Customer shall be responsible for obtaining necessary consents and for complying with all obligations imposed by law, statute or local regulation in connection with any products supplied, equipment provided to the Customer or work done on the Customer's site.
16.2. The Customer's attention is drawn to the fact that statutory regulations and recognised codes of safe practice may cover the storage, handling, conveyance and use of products supplied by Custom Consoles Ltd.
TERMINATION OF SUPPLY AND REPOSSESSION OF CUSTOM CONSOLES PROPERTY
17.1. Custom Consoles Ltd may stop supply of goods or services or, at its option, forthwith terminate this contract on notice to the Customer without prejudice to any then accrued rights of either party if the Customer commits any act of bankruptcy or, being a company, has a receiver appointed or goes into liquidation (except for the purpose of reconstruction or amalgamation); or if the Customer commits any material breach of any provision of the contract or these conditions and no previous waiver on the part of Custom Consoles Ltd shall prejudice its rights hereunder.
18.1. Custom Consoles Ltd shall not be liable for any failure to fulfil its obligations under the contract if such failure is due to strike, lock-out, industrial dispute, breakdown of plant, transport or equipment or, whether or not of the same nature as the foregoing, to any event or circumstances beyond Custom Consoles Ltd reasonable control.
19.1. Custom Consoles Ltd shall be entitled to assign its rights and obligations hereunder wholly or partly to any subsidiary company of Custom Consoles Ltd or of Custom Consoles Ltd holding company for the time being.
19.2. The contract and these conditions are governed by English law.