In these conditions of sale references to “Company” mean CHARLES CANTRILL LTD and the references to “the Customer” mean the person, firm, company or corporation by whom the order is given. References to “the goods” mean the subject matter of the order or any part or variation thereof
Any acceptance by the company of the customer’s order is conditional on acceptance by the customer of these conditions which, unless otherwise agreed in writing, shall be the only conditions applicable to any contract entered into by the company for the sale of product to the customer. All other conditions, warranties, descriptions and representations inconsistent herewith express, implied, statutory or otherwise are hereby excluded except insofar as any statutory provisions, conditions or warranties shall not be capable of being excluded.
3. AVAILABILITY OF MATERIALS AND TRANSPORT.
Quotations (if any), orders and contracts are subject to variation or cancellation at the election of the company if owing to an act of god, war, strike, lock-outs, work to rule, fire, flood, drought or any other causes whatsoever outside the control of the company. The company is unable to procure the goods, materials or transport for delivery thereof or if the goods, materials or transport are only available at increased cost to the company.
(a) Subject to receiving all necessary information relating to any order, the company will endeavour to comply with the customer’s delivery requirements. However the company is not to be liable for delay in or failure to deliver the goods or for any damage, loss or expense arising from or connected with such delays or failure. Time for delivery shall not be deemed to be of the essence of any contract unless a guarantee shall have been given in writing specifying an agreed sum as liquidated damages and the customer has suffered loss by the company’s delay.
(b) Delivery promises are based on the assumption that there is an unobstructed good hard road giving adequate access to the customer’s unloading point; available storage space for the goods and suitable and sufficient labour for unloading the goods when delivered. The company will not be responsible for any damage done to the goods resulting from unloading or handling on the site. If there is no such adequate unobstructed road or available storage space, the company reserves the right to withhold the delivery and charge for any wasted journeys.
(c) In the event of delivery of the wrong goods the company’s liability shall be limited to replacing such wrong goods with the correct goods, provided that the wrong goods are returned to the company in good condition within 14 says of delivery.
(d) Where the goods are held by the company awaiting delivery instructions or where the customer does not accept or make facilities available for the delivery and acceptance of goods as herein provided, then the company shall be entitled to invoice the customer and be paid for the goods as herein provided.
(e) The company will accept no liability for shortage or loss of goods unless the goods are examined on delivery and complaints are made as provided in condition 10(b) hereof.
5. CATALOGUES AND OTHER LITERATURE.
All descriptive and sales catalogues, other advertising matter and price lists are intended merely to represent a general idea of the goods described therein and none of these shall form any part of any contract.
Unless otherwise expressly agreed by the company in writing, prices quoted in any contract, order, price list or otherwise are subject to increase without notice in the event of there being, prior to delivery of the goods any rise in the market price of the goods or any increase in cost to the company of, or caused by, material, fuel, labour, transport, government or other duties or taxes.
7. TERMS OF PAYMENT.
(a) Goods can only be delivered and any applicable discount can only be granted upon terms that payment for the goods will be made within 30 days of the date of invoice or notification that the goods available for delivery, whichever shall be the earlier. In default of payment as aforesaid, interest will be charged at the option of the company against the customer at 3% per annum above Bank of England minimum lending rate for the time being on force from the due date of payment until the date of receipt of payment.
(b) In the event of non-payment in accordance with agreed terms or non-payment of one installment when due, where payment is to be made by installments, the whole of the price for the goods delivered shall immediately become due and payable and the company shall be entitled at its option either to withhold delivery in respect of all orders with the customer or to cancel same.
Samples (if any) are only submitted as indicative of a class of goods without any guarantee as to size, colour or quality of the goods. The company will endeavour to comply with any sample but it is to be under no liability for failure to comply as aforesaid or for failure to provide the size or colour or quality selected and any sales of goods shall not be by reference to any such samples.
(a) The customer must accept full responsibility for the suitability of the goods ordered for the purpose to which they are put.
(b) The company shall incur no liability in respect of any matter concerning goods, whether for shortage, defective quality, or for any discrepancy or fault whatever kind as to number, condition, quality or description or otherwise, unless the customer shall give written notification thereof to the company within 3 days of the delivery of the goods giving rise to the claim or complaint. This obligation to give notice is a condition of this contract and is imposed so that the company itself give notice to any manufacturer or other party involved. The liability of the company for a claim made hereunder shall at the option of the company be limited to replacing the goods the subject of the claim or complaint or refunding that part of the contract price relating to such goods. The company shall have the right to examine any goods the subject of any claim or complaint after the delivery thereof.
(c) Save as aforesaid the company shall be under no liability in respect of short delivery, defective goods, failure to comply with description or lack of quality, delay in delivery or in respect of any other claim or complaint relating to the goods. In any event the company shall not be liable for any direct or indirect or consequential loss or damage or loss of profit of whatsoever nature, labour costs incurred in repairing or replacing goods or any loss or damage or delay howsoever arising caused by circumstances outside the reasonable control of the company .
(d) All terms, express or implied, relating to the quality of goods are warranties only the breach of which gives no right to reject the goods or terminate the contract in any circumstances whatsoever.
10. CANCELLATIONS AND RETURNS.
Contracts and orders and parts thereof may be cancelled by the customer only with the company’s previous agreement in writing. Any cancellation will render the customer liable for any costs, loss of profit or expenses incurred by the company as a result thereof.
Any waiver of these conditions (or any of them) shall not prejudice or affect the Company’s rights and remedies in respect of any subsequent breach, non-performance or non-observance by the customer of the terms or conditions contract. The acceptance by the Company of any payment after the specified due date thereof shall not constitute a waiver of the Customer’s obligations to make future payments on the specified dates.
12. PROPER LAW.
Every contract to which these conditions apply shall be construed and operate as an English contract and in accordance with English law and all disputes shall be submitted to the jurisdiction of the English courts.