1. In this contract the following terms are interpreted as follows:
1.1.”The Seller” means CST Limited whose registered office is situated at Nunn Hayward, 20 Station Rd, Gerrards Cross, SL9 8EL
1.2. The Buyer” means the person who accepts the estimate from the Seller for the sale of goods and/or the provision of the Service or whose order for the goods and/or the service is accepted by the Seller.
1.3. “The Goods” means the Goods including any installment of the Goods (or any part thereof), which the Seller supplies under these terms and conditions
1.4. “The Service” means the service provided by the Seller
2.1. All orders are placed under these terms of business which exclude any other terms of business that the Buyer seeks to impose even though they may he submitted in a later document and/or purport to exclude these terms of business
2.2. No contract comes into existence until the Seller has accepted the order
2.3. Quotations are open for acceptance for 60 days provided not previously withdrawn
2.4. The Seller’s sales representatives are not authorised to vary these terms. nor to make any representations on the Seller’s behalf.
2.5. No amendment to these terms of business may be made unless expressly accepted by the Seller in writing
2.6. Nothing in these terms of business shall affect the statutory rights of a Buyer who deals as a consumer.
3. ORDERS AND SPECIFICATIONS
3.1. The Seller reserves the right to make any changes to specifications which:
3.1.1. are required so that the Goods and/or the Service will conform with any applicable safety or statutory requirements; or
3.1.2. do not materially affect the quality or performance of the Goods and/or the Service
3.2. Cancellation is not permitted except where expressly agreed in writing by one of the Seller’s directors. If the Seller agrees to cancel the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.
4.1. Where no price has been quoted (or a quoted price is no longer valid) the price is as listed in the Seller’s published price list current at the date of acceptance of the order
4.2. Unless otherwise stated all prices are exclusive of VAT
4.3. The Seller reserves the right, by giving the Buyer notice, at any time prior to delivery and/or performance of the Service to adjust the price of the Goods and/or the Service to take account of any increase in costs swing to factors beyond the Seller’s control
4.4. The price quoted is given on the basis that work will be carried out with uninterrupted access The Seller reserves the right to make an additional charge without prior notice to the Bayer where there are interruptions or delays caused by the Buyer or his servants or agents or any such interruption which is outside the control of the Seller The Seller also reserves the right to make an additional charge without prior notice to the Buyer if there bane been any breakage’s to foils or seals covering equipment and fittings before the service has been performed.
5 1. Unless agreed otherwise, payment is due 7 days after delivery of invoice
5.2. Time for payment is of the essence The Seller reserves the right to charge interest at the rate of 4% above HSBC Bank Plc’s base rate for the time being in force on overdue amounts
5.3. The Seller reserves the right at anytime at its discretion to demand security for payment before commencing or continuing with an order
5.4. The Buyer does not have the right to set-off counterclaims against the price of the Goods and/or the Service.
6.1. Where the Goods are to be installed on the Buyer’s premises delivery will be made on completion of installation otherwise delivery will be made ex-works the Seller’s premises
6.2. Time of delivery of the Goods and/or provision of the Service is not of the essence. Any date mentioned is given only us a guide and the Seller is not liable for any loss whatsoever arising from its failure to deliver and/or provide the Service on the stated date
6.3. Goods may be delivered in advance of any scheduled delivery date offer giving the Buyer reasonable notice
6.4. If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy the Seller may chose, the Seller may store the Goods until actual delivery and charge the Buyer for storage
The Goods are at the Buyer’s risk as soon as they are delivered
8 1. Ownership of the Goods does not pass to the Buyer until
8.1.1. payment due under all contracts with the Seller is made in full,
8.2. until ownership of the Goods passes to the Buyer
8.2. 1. it holds the Goods as fiduciary agent and bailee for the Seller,
8 2.2. the Goods mast be stored and marked in such a way as to be clearly identifiable as belonging to the Seller, and
8.2.3. the Buyer shall keep a record of the numbers of all serial numbered goods.
8.2.4. the Goods must be kept in good repair and insured for an amount equal to the contract price
8.2.5. the Buyer shall be entitled to sub-sell the Goods in the ordinary course of its business but shall account to the Seller of the proceeds of sum whether tangible or intangible including insurance proceeds
8.2.6. the Buyer shall keep all proceeds of any sub-sale separate from any monies or property belonging to the Buyer or any third party, for example, all such monies be paid into a separate bank account
8.3. The Seller may at any time revoke its permission to sell and use the Goods by giving the Buyer written notice if any amount due to the Seller under any contract with the Buyer is overdue by more than 7 days or if the Seller has bona fide doubts about the Buyer’s solvency.
8.4. The Buyer’s right to sell and use the Goods automatically ceases if
8.4.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order, or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation,
8.4.2. a receiver or administrative receiver is appointed over any of its property
8.4.3. the Buyer ceases, or threatens to cease, to carry on business, or
8.4.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur and notifies the Buyer accordingly
8.5 If the Buyer’s right to sell and use the Goods is terminated under the above provisions the Buyer must place any of the Goods under its control and unsold at its disposal and allow the Seller to remove them from the Buyer’s premises
If the Buyer makes any voluntary arrangement with its creditors, becomes subject to an administration order, has a receiver or administrative receiver appointed over any of its property, goes into liquidation or ceases In carry on business, then the Seller shall be entitled to cancel the contract or suspend further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered and/or the Service has been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
10.1. The Seller shall not be liable for any defect or damage to the Goods and/or defect in the Service unless the Buyer gives the Seller written notice of the alleged defect or damage within 24 hours of such defect or damage being discovered
11.1. The Seller has title to the Goods and the right to sell them.
11.2. All specifications, drawings and particulars of weights, dimensions and performance which the Seller provides are approximate only unless otherwise stated
11.3. If on delivery, the Goods are found to be in a condition or form that but for this condition would have entitled the Buyer to terminate the contract or claim damages, the Seller reserves the right to repair or replace the Goods
11.4. This warranty does not extend to defects caused by improper or abnormal use, improper maintenance, unauthorised repair or modification of the Goods or faulty design and manufacture resulting from the Seller’s use of the Buyer’s specifications.
11.5.To claim the benefit of this warranty the Buyer must inform the Seller of a relevant defect within 7 working days of discovering it
11.6. In return for the benefit of these warranties, the Buyer agrees that all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.7. Each of the sub-clauses in this clause is to be treated as separate and independent.
12.1. The Seller is not liable for any consequential or indirect loss suffered by the Buyer, whether it arises from breach of a duty in contract tort or in any other way including negligence Non exhaustive illustrations of consequential or indirect loss would be loss of profits, loss of future business or orders. loss of reputation or goodwill, damage to property, damages, costs or expenses payable by the Buyer to its customers or subcontractors or other third parties
12.2. In respect of direct loss including loss or damage to tangible goods or property belonging to the Buyer or held in trust by the Buyer, the Sellers total liability for any one claim or for the total of all claims arising from any one act or default (whether arising from the Seller’s negligence, wilful default or otherwise) shall not exceed the level of the Seller’s professional indemnity insurance cover which it may carry from time to time and the Seller shall indemnify the Buyer for such loss up to the limit of the Seller’s professional indemnity insurance.
12.3. In respect of direct loss caused by fraud, theft or dishonesty of the Seller’s employees, the Seller’s liability shall not exceed the Seller’s fidelity guarantee cover, which it may carry from time to time
12.4. The Seller warrants that it in insured for losses referred to in Clauses 12.2 and 12.3 The Seller will at the Buyer’s request inform the Buyer of the Seller’s policy limits and the Buyer may request increased policy limits provided the Buyer pays the additional premium due for the increased limits
12.5. If the Goods are to be manufactured or modified to the Buyer’s specification
12.5.1. the Buyer shall indemnify the Seller against all loss, damages costs and expenses incurred by the Seller in respect of a claim brought by any third party for loss, injury, or damage (including but not limited to a claim for infringement of intellectual property rights) resulting from the Seller’s use of the Buyer’s specification,
12.5.2. the Seller shall not be responsible it the Goods do not meet applicable British and/or international standards unless the Seller specifically warrants that the Goods are manufactured to comply with a particular standard.
12.6. Nothing in this clause is deemed to exclude or restrict the Seller’s liability for death or personal injury resulting from its negligence
12.7. The Seller warrants that it is insured for Employers and Public liability risks up to a limit of £1,000,000
12.8. Without prejudice to Clauses 12 1 to 12.6. the Seller is not liable for any loss suffered by the Buyer whilst the Seller is on the Buyer’s premises resulting from theft, burglary, power failure, computer failure, including information or data.
12.9. It the Seller hosts move or disassemble any furniture, cupboards, flooring, ceilings or any other furniture and fittings in the course of the proper performance of the Seller’s duties the Seller will not be liable for any damage caused to any such fixtures and fittings or otherwise
12.10. The Buyer shall be responsible for any liability which is wholly or in part the fault of the Buyer Any payment by the Seller to the Buyer for loss suffered by the Buyer will be reduced or proportionately reduced where the Buyer is partly at fault
The Seller will accept no claims unless the Buyer has submitted in writing details of any claim against the Seller in respect of the Goods or the Service within 7 days of discovery of the claim or the occurrence giving rise to the claim
14. BUYER OBLIGATIONS
14.1 The Buyer and his servants and agents will give free uninterrupted access to the Seller for installation of Goods and/or provision of the Service and will provide and pay for a telephone facility it required and will provide electricity if required
14.2. The Buyer and his servants and agents will comply with all reasonable instructions of the Seller so as to enable the Seller to provide the Service and/or deliver the Goods
15. EXPORT TERMS
15.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the content otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but it there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
15.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions and the conditions on the Department of Trade and Industry’s Export Control Organisation approval.
15.3 The Buyer shall be responsible for complying with any legislation or regulations governing the provision of the Service and/or the importation of the Goods into the country of destination and for the payment of any duties thereon.
15.4 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in England acceptable to the Seller or, it the Seller has agreed in Writing on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 30 days offer sight to the order of the Seller at such branch of Barclays Bank in England as may be specified in the bill of exchange.
No Waiver by the Seller of any breach of any provision of this agreement by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
17. FORCE MAJEURE
17.1.The Seller is not liable for any failure to deliver the Goods and/or the provision of the Service arising from circumstances outside its control, which would include the following
a) war, act of hostile forces, sabotage, espionage, civil disturbances, extensive disruption of public services, Government action or regulations (UK or otherwise), b) strike, lock out or any other labour dispute affecting the Seller’s employees or the Buyer,
c) any events preventing the Seller’s staff travelling to the Buyer’s premises including mechanical breakdown, adverse weather conditions and adverse traffic congestion,
d) hazards due to defective structure, or access, presence of noxious, toxic, combustible, explosive or radioactive substances or any other conditions rendering the premises dangerous in the Seller’s opinion.
e) delay by suppliers, accidents and shortage of materials, labor or manufacturing facilities.
17.2. It the circumstances preventing delivery and/or provision of the Service continue for 3 months, either party may cancel the contract immediately by notice to the other
17.3. If the contract is canceled in this way the Seller is not liable to compensate the Buyer for any loss or damage caused by the failure to deliver and/or provide the Service
Any notice given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business
19. APPLICABLE LAW
English law applies to this contract and any dispute arising in connection with it is subject to the non-exclusive jurisdiction of the English courts.
20. NON SOLICITATION
During the term of the contract and for a period of one (1) year immediately thereafter, you agree not to solicit any employee or independent contractor of the Company on behalf of any other business.