Terms Of Service
Generally, 2 - 7 working days (due to covid-19 there are extended lead times up to 10 - 14 days) from the point of order, however some larger items and corrugated roofing sheets may take up to 14 working days to be delivered. If goods have not been received in this time, please contact us for further information.
Please remember, upon receipt of your order you must check the goods BEFORE signing the delivery note. If there is any sign of damages, you must sign the delivery note and mark as DAMAGED. You are paying for a delivery service that is insured but you cannot make a claim for a replacement or refund if you have not stated on the delivery note that the goods are DAMAGED.
You will not be covered for damages if you sign as Unchecked.
Also, please check the quantity of items is correct and as stated on the delivery note, if not please mark the delivery note accordingly making specific reference to which item(s) are missing. If goods are signed for as complete and missing items reported later, you are not covered to make a claim for the missing item(s).
Please do not book your builder until your materials are on site as some deliveries can go wrong and we are unable to compensate you for your builder’s time.
There are additional delivery charges to some remote locations within the UK.
We send most products wrapped in protective packaging to avoid damage during transit. When the delivery has arrived, you will need to remove the outer packaging. DO NOT store plastic products in direct sunlight. Products stored in the plastic outer packaging and/or in direct sunlight, particularly in the summer months, can warp making the product unusable. Products damaged due to improper storage will not be accepted as ‘damaged’.
Our Standard Terms and Conditions apply to Central Building Plastics Ltd ("the Company") whose principal place of business is Ravensbridge Drive, Leicester, LE4 0BX. All products supplied by the Company are referred to as "the goods".
- ACCURACY OF DESCRIPTION OF GOODS AND RESPONSIBILITY FOR STATEMENTS
- a) Subject to where the goods are stated to be sold as complying with a recognised trade or industry standard all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s catalogues, brochures, price lists, quotations and other published matter are approximate only.
b) All, if any, statements, recommendations and advice given (whether before or after the contract) by the Company’s servants or agents to the Purchaser or its servants or agents as to any matter relating to the goods, are given expressly without liability on the part of the Company unless given in writing by an authorised officer of the Company in response to a specific written request from the Purchaser for advice before or at the time the contract is made. The Purchaser is responsible for all measurements drawings and specifications, whether provided by the Purchaser or produced by the Company from information supplied by the Purchaser. c) All images shown for products are as a guide only, actual product supplied may vary to that of images shown
- a) Unless otherwise stated in writing, payment of the price of the goods will be due at the time of order.
b) No goods will be shipped until payment is made.
- c) Without prejudice to any of the rights of the Company hereunder, if the Purchaser shall fail to give all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities for forwarding the goods, or should otherwise cause or request delay, the Purchaser shall pay to the Company all costs and expenses, including any storage charges incurred or arising from such delay.
d) Where a Purchaser has ordered goods and the Company has incurred costs in relation to the order, the Purchaser is not permitted to cancel or alter the order and is liable to pay in full for the goods so ordered.
e) The purchaser shall not be entitled to make any deduction from the price of the goods in respect of any set-off or counterclaim unless both the validity and the amount thereof have been expressly admitted by the Company in writing.
f) The Company shall be entitled to charge interest at the rate of 2% per month in respect of any overdue balance.
- OFFER AND ACCEPTANCE
- a) A quotation does not constitute an offer to supply. All contracts are entered into by the Company on the understanding that these conditions shall apply thereto.
b) The placing of an order shall be deemed to be subject to these standard terms and conditions which shall apply to the exclusion of any other provisions contained in any document issued by the Purchaser and, in particular, but without prejudice to the generality of the foregoing, contained in any order sent by the Purchaser.
c) No modification or amendment of these standard terms and conditions shall be binding upon the Company unless otherwise stipulated herein or agreed to in writing by an authorised officer of the Company.
- PROPERTY AND RISK
- a) Legal and beneficial ownership of the goods shall remain in the Company until full payment for the goods has been made as well as any other sums due to the Company under any contract made with the purchaser hereafter or until the property is vested in some other person by the operation of statute. Until ownership passes the Purchaser must keep the goods free from any charge, lien or any other encumbrance and must ensure that the goods are covered under a comprehensive insurance policy.
b) If, while subject to the Company’s beneficial ownership the goods or any of them:-
shall be so affixed to other goods (the “principal goods”) that they cannot be removed without causing material change to the principal goods, or
ii. are intermingled with other goods in such a way that although both types of goods retain their individual characteristics (if any) it is no longer possible to distinguish between them, or
iii. are mixed, processed or converted into other goods so that they lose their separate identity and either become part of entirely new goods or are used in the production of such entirely new goods
then the Purchaser such goods as result from any combination or usage of the goods covered by i. ii. iii. above (the “mixed goods”) on trust for the Company as security for the payment in full for the goods.
c) The Purchaser (acting on its own account and not as agent for the Company) may sell or agree to sell any of the goods or the mixed goods in his possession in the routine course of trading and on normal trade terms notwithstanding that title has not then passed to the Purchaser, provided the Company has not requested their return.
d) Where the Purchaser resells the goods or any of the mixed goods before full payment for the goods has been made, the Company’s beneficial title shall attach to the proceeds of the sale (which expression in this clause includes any right to or claim for such proceeds) and the proceeds of sale shall be charged to the Company as security for the payment in full for the goods as well as any other sums due to the Company under any other contract made with the Purchaser hereafter.
e) The Company may at any time and from time to time until title has passed in the goods require them to be returned to the Company and if this requirement is not immediately complied with may take possession of the goods and may enter any premises of the Purchaser for such purpose and may sever the goods from anything they are attached to without being responsible for any damage caused. Such return or re-taking of possession shall be without prejudice to the obligation of the Purchaser to purchase the goods. If the specific goods cannot be identified the Company’s appointed representatives may remove other goods from the Purchasers premises up to the invoice value of the unpaid goods.
f) The Company may maintain an action for the price of the goods sold notwithstanding the property in them may not have passed to the Purchaser.
g) Unless otherwise stated in writing, the goods shall be at the Purchasers risk from the time at which delivery is deemed to take place under Condition 5 hereof. Any property of the Purchaser which is situated at the Company’s premises shall be at the purchaser’s risk including materials owned by the Purchaser which the Company is cutting, drilling, shaping, or fabricating on the instructions of the Purchaser.
- a) Any time or date stated for delivery is given and intended as an estimate only and shall not be of the essence.
b) Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following:
the physical delivery of the goods to the Purchaser at the Company’s premises, wherever situated, or
ii. the physical delivery of the goods to the Purchaser’s carrier (or his agent) for the purpose of transmission to the purchaser or his nominee, or
iii. the physical delivery of the goods to a good hard road nearest or the Purchasers place of business or such other place as the Purchaser may direct by the Company’s carrier, the Purchaser being responsible for unloading. The Purchaser is responsible for ensuring that adequate access is available to any premises designated by him as the place of delivery. Lack of adequate access may result in the goods not being unloaded and an additional delivery charge made to cover costs incurred by the Company.
Signature of any delivery note by any agent, employee or representative of the Purchaser shall be conclusive proof of delivery.
c) Where the contract includes delivery by the Company’s carrier or agent
i. Any claims for non-delivery must be made in writing to the Company within five days of the date of the delivery note, invoice or advice note (whichever is the earlier).
ii. Any claims in respect of goods damaged in transit or shortages in delivery must be made to the Company within three days of delivery. Shortages in delivery shall not give rise to a right to reject the goods delivered.
iii. The Company shall be entitled to make partial deliveries or deliveries by instalments. Each instalment shall be a separate agreement to which all the provisions of these conditions shall apply.
iv. In the event in any delay in delivery the Company shall not be under any liability whatsoever to the Purchaser. The expression “liability whatsoever” in these Conditions shall mean all liability of any kind including, without prejudice to the generality of the foregoing liability in contract, for negligence or under statute.
The Company reserves the right to change prices, without notice. Prices applicable will be those ruling at the time of order placement or those relating to current valid quotations which have been issued in writing. Quotations are valid for 28 days only. All prices charged will include Value Added Tax at the rate ruling from time to time. Delivery charges may be added.
- GUARANTEE AND LIABILITY
- a) The Company guarantees all goods which have been manufactured by the Company against any defect of work or materials which can be proven to the Company’s satisfaction to have been caused before delivery, provided that full details of any such defects are notified to the Company within fifteen working days of the defect first appearing and that, where practically possible, the goods are returned to the Company. The Company gives no guarantee in respect of goods which are not of the Company’s manufacture but shall pass on to the purchaser the benefit of any guarantee obtained from the manufacturer or supplier thereof (but so that nothing shall require the Company to commence litigation proceedings against such manufacturer or supplier or to incur any material expense in respect of any such claim by the Purchaser). In respect of roofing products it is the Purchasers responsibility to ensure that any integral items which require to be sealed to prevent the passage of water shall be sealed with an appropriate approved sealant.
b) The guarantee shall be for a period of twelve months from the date of delivery and the liability of the Company shall be limited at its option to either supplying replacement goods which will be supplied subject to these standard terms and conditions or refunding a proportionate part of the price of the goods save in respect of liability for death or personal injury resulting from any negligence under any contract where such liability cannot be excluded or restricted and the Purchaser must rely on its own skill and judgement in relation to the goods, and the Company shall be under no liability whatsoever to the Purchaser for or arising out of any defect in, failure of, or unsuitability for any purpose of the goods or any part thereof whether the same be due to any omission , negligence or wilful default of the design, workmanship or materials or to any other cause whatsoever, and all conditions, warranties or other terms whether express or implied, statutory or otherwise inconsistent with provisions of the Condition are hereby expressly excluded.
- INFRINGEMENT OF RIGHTS
- a) The Purchaser shall indemnify the Company against loss, damage, costs and expenses suffered by the Company or to which the Company may become liable as a result of any work done in accordance with the Purchasers specifications which involves infringement of a patent, registered design or other right in industrial property.
b) If the Purchaser uses or sells the goods in such a manner as to infringe any such rights the Company shall not be responsible for such infringement and the Purchaser agrees to indemnify the Company from and against all liability wherefrom
The Purchaser shall not assign or transfer or purport to assign or transfer any contract to which these Conditions apply for the benefit thereof to any other person whatsoever without the Company’s prior written consent.
- PROPER LAW
All contracts made between the Company and the Purchaser shall be governed by English Law.
- RETURNS POLICY
Any goods supplied by the Company, which are either suffering material defect, or not in accordance with the order, we will replace or refund at our discretion with no extra costs.
Under the Consumer Protection (Distance Selling) Regulations 2000 any unused product purchased through our website can be returned within 7 days from the date of receipt for a 100% refund, if unused, in its original saleable condition and in the original packaging. The exception is for goods that have been custom-made to order, in which case we are unable to accept returns. All Evolution Canopies, cut to size polycarbonate sheet and special order are made to order and therefore are non-returnable unless faulty or damaged. It is the purchaser’s responsibility to pay the cost of returning the goods to us via the same method as originally dispatched. Customers are solely responsible for the safe return of goods undamaged.
If the goods are signed for in good condition on delivery and you later discover they are damaged, it is impossible for us to claim for any damages, so we are unable to process any refunds. YOU MUST EITHER:
- NOT ACCEPT THE GOODS AT THE TIME OF DELIVERY. THEY WILL BE RETURNED TO US. A FULL REPLACEMENT OR REFUND WILL BE PROCESSED AFTER THE GOODS ARE RETURNED & INSPECTED.
- SIGN YOUR NAME AND CLEARLY WRITE THE WORDS - 'GOODS RECEIVED DAMAGED' ON THE DELIVERY NOTE, IT WILL THEN BE POSSIBLE FOR US TO MAKE A CLAIM FOR ANY DAMAGES FROM THE CARRIER.
- Shortages and damaged items MUST be notified to us within 3 working days.
We will carry out an inspection of all returned goods to check for signs of use (scratches etc) that would prevent us from reselling the equipment as new. If the goods are in a saleable condition, a 100% refund will be issued. If payment has been received in advance, we guarantee to refund your money within 30 days of receipt of the returned goods.
If the goods supplied are faulty, it is covered by the manufacturer’s guarantees. In the unlikely event of any goods developing a fault within the guarantee period, you must contact us within 5 working days for a site visit to inspect the goods, or if the goods have not been used to be returned to us. “Faults” are defined as manufacturing defects, not those that may be caused by incorrect installation, abuse or fair wear and tear of the equipment. These guarantees are in addition to consumer’s statutory rights.
For cancellations you must e-mail or telephone as soon as possible. Stock items can easily be cancelled but made to order items such as polycarbonate can only be cancelled if they have not already been processed. If it has been processed a cutting charge may be applied.
1.1 In these conditions:
“Bespoke Goods” means Goods provided by the Company to the Buyer which have been produced, developed and/or modified in accordance with the Buyer’s instructions so that they are bespoke rather than standard Goods;
“Buyer” means the corporate entity, firm or person seeking to purchase the Goods from the Company;
“Call-Off Goods” has the meaning set out in condition 6.3;
“Company” means Encon Insulation Limited (registered number: 1377342) or any other subsidiary company of Encon Insulation Limited that contracts to supply Goods or Services pursuant to these conditions (including Pre-Formed Components Limited
“Contract” means any contract for Goods or Services made between the Company and the Buyer;
“Final Call-Off Date” the date set out in the purchase order provided to the Buyer or, if no final call-off date is specified, the date 12 (twelve) months from the date on which the Buyer places the order for the Call-Off Goods;
“Goods” means the products articles or things to be sold by the Company including Bespoke Goods, Non-standard Goods and Call-Off Goods;
“Insolvency Event” means the Buyer:
(a) enters liquidation;
(b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets;
(c) proposes to make arrangements with its creditors or goes into liquidation;
“Non-standard Goods” means Goods which are not Bespoke Goods but which do not form part of the Company’s regular
stock and which cannot easily be re-sold by the Company, as notified by the Company to the Buyer;
“Services” means any services provided by the Company to the Buyer (whether or not the Buyer purchases Goods); and
“Working Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for
- The Contract
2.1 These conditions shall be incorporated into each and every Contract made between the Company and the Buyer and shall apply to
the exclusion of any terms or conditions put forward by or on behalf of the Buyer.
2.2 No variation or waiver of or addition to these conditions, whether written or oral, shall have effect unless and until authorised in
writing by a manager of the Company.
2.3 Quotations and estimates, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat and not
an offer. Quotations remain valid for 21 days, or any shorter period specified in a quotation.
2.4 Any order given in respect a quotation or estimate must state the date, the reference of that quotation or estimate and address for
2.5 Where Goods and Services are provided by the Company in circumstances which would give rise to a Construction Contract
within the meaning set out in Part II of the Housing Grants Construction Regeneration Act 1996 then, in the event of a conflict of
terms, the provision of that act and the regulations made thereunder shall prevail over the conditions set out herein to the extent
necessary to give effect to that Act but not further or otherwise.
2.6 For the purposes of the Contracts (Rights of Third Parties) Act 1999, these conditions do not create any right or remedy
enforceable by any person other than the Buyer and the Company. This condition does not affect any right or remedy of a third
party that exists or is available apart from that Act.
2.7 Any Original Equipment Manufacturer (OEM) part numbers provided by the Company are given as a reference only, and no
inference or implication beyond that of a useful reference tool should be taken nor is intended.
2.8 The Company shall not be obliged to accept any order from the Buyer, regardless of the Buyer’s agreed credit limit.
- Time Limits
3.1 Any time or date quoted by the Company for delivery or collection of all or any of the Goods or performance of any Services is an
estimate only, and the Company shall not be liable for any failure to meet any such estimate nor for any loss, whether financial or
otherwise, resulting directly or indirectly therefrom. Time is not and shall not be of the essence in relation to this condition or the
performance by the Company of its obligations under the Contract.
- Collection and Delivery
4.1 The Buyer shall collect the Goods from the Company's premises. Where it is agreed that the Company shall deliver or procure
delivery of the Goods, when ready, it shall do so at the risk and cost of the Buyer to such address in the United Kingdom as the
Buyer may specify or, if no such address is specified to any address of the Buyer to which correspondence and/or Goods may
previously have been sent under the Contract. The manner of delivery shall be such as the Company in its sole discretion shall
4.2 If the Company is unable to effect delivery on arrival at the Buyer's premises for any reason whatsoever, an additional charge for any
return or subsequent visit will be payable by the Buyer. If the Company is unable to effect delivery despite subsequent attempts
within a reasonable period of time from the due date for delivery, the Company shall be entitled, at the cost of the Buyer, to
destroy, relocate or store the Goods.
- Loss or Damage in Transit
5.1 The Buyer is under a duty wherever possible to examine the Goods on delivery or on collection (as the case may be).
5.2 Where the Goods cannot be examined the carrier's note or such other note (as the case may be) shall be marked by the Buyer at
the time of delivery “not examined”.
5.3 Subject to the Buyer’s rights in clause 12.2, the Company shall be under no liability whatsoever for any defects or shortages unless
the details are notified in writing to the Company within 14 (fourteen) days following receipt of the Goods and the Buyer shall pay
in full the applicable invoice in accordance with clause 8.
5.4 In all cases where defects or shortages are complained of, the Company shall be under no liability to the Buyer in respect thereof
unless a reasonable opportunity to inspect the Goods is provided to the Company by giving at least 48 (forty eight) hours’ notice in
writing before any use is made thereof or any alteration or modification is made thereto by the Buyer.
5.5 The Company shall make good any defects or shortages in accordance with the terms of these conditions but otherwise shall be
under no liability whatsoever, whensoever or howsoever arising, whether by way of negligence or otherwise, for such defects or
shortages (save for death or personal injury caused by the Company's negligence).
- Cancellation by the Buyer
6.1 No cancellation of the whole or any part of any order, whether it is an order by instalment or otherwise, by the Buyer is permitted
except where agreed in writing in advance by a manager of the Company.
6.2 The Buyer shall not be entitled to cancel an order for or return any Bespoke Goods and/or Non-standard Goods. The Buyer must
pay in full the charges for all Bespoke Goods and/or Non-standard Goods it orders, irrespective of whether or not the Buyer has
signed the applicable purchase order.
6.3 If the Buyer purchases Goods on a call-off basis (“Call-Off Goods”) then, if the Buyer fails to request delivery of some or all of the
Call-Off Goods and/or fails to pay all charges for all the Call-Off Goods by the Final Call-Off Date:
6.3.1 the Company may invoice and the Buyer shall pay in accordance with condition 8 the charges for the remaining balance of
the Call-Off Goods; and
6.3.2 the Company shall be entitled to deliver the remaining balance of the Call-Off Goods to the Buyer.
6.4 Goods, once delivered, may not be returned unless authorisation has been given as specified in condition 6.1 and provided that the
following conditions are satisfied:
6.4.1 Goods will only be accepted if they are in brand new and unused condition;
6.4.2 packaged items will only be accepted if the package remains unbroken and in reasonable condition; and
6.4.3 Goods will only be accepted if returned within three weeks of the date of collection or delivery.
6.5 Where Goods are returned by agreement:
6.5.1 in every case a restocking charge will be made; and
6.5.2 in every case the invoice number and date together with reason for return must be stated.
7.1 Any price quoted by the Company is based upon current price ruling as at the date appearing on the quotation, but the actual price
to be charged to the Buyer under the Contract shall be based upon such ruling price (less any discount allowed by the Company)
current as at the date of invoice. The price does not include the cost to the Company of any carriage, insurance and/or storage
effected by it in connection with the Buyer's order, which may be added to the invoice. In accordance with the terms of this
condition, the Company shall be entitled at any time up to the date of the invoice to vary the price quoted to the Buyer.
7.2 Unless otherwise expressly stated in writing, all prices are exclusive of, and therefore subject to the addition of VAT.
- Date for Payment
8.1 The Company may submit interim invoices at intervals during the course of a Contract. The Company may submit its final invoice
when the final Goods are delivered or Services performed. The Buyer shall make payment by the last Working Day of the month
following the month in which the invoice is dated.
8.2 If the Buyer has any queries or concerns in respect of an invoice issued by the Company, it shall notify the Company of such queries
or concerns within 14 (fourteen) days from the date of the invoice, after which the Buyer will be deemed to have accepted the
invoice and the invoice will be payable in full.
8.3 Any delay or default by the Buyer in making payment in accordance with condition 8.1 shall render all sums owing to the Company
on any account whatsoever including the costs of recovery of such sums, due and payable forthwith without requirement for any
notice to be given to the Buyer, and interest will be charged in accordance with condition 8.6 with immediate effect until the date of
8.4 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by
the Buyer (whether or not the Goods or Services are to be provided by instalments and in such case each instalment is deemed to
constitute a separate and distinct Contract). In the case of any short delivery or delivery of damaged Goods to the Buyer, the Buyer
shall remain liable to pay the full invoiced price of all other Goods delivered.
8.5 Any Buyer wishing to pay their account by credit card should note that credit card payments are subject to a 2% invoice surcharge.
8.6 Any sums not paid by the Buyer by the due date shall, notwithstanding and without prejudice to any other remedies of the
Company, bear interest at the rate, and be subject to compensation for debt recovery costs, as specified in the Late Payments
Commercial Debts (Interest) Act 1998.
8.7 The Seller may at its sole discretion and without notice from time to time adjust the Buyer’s credit limit. The Buyer may at any
time request the Seller to advise it of its current credit limit.
9.1 Risk in the Goods shall pass to the Buyer when the Goods are dispatched by the Company to or collected by the Buyer or its
10.1 Notwithstanding the passing of risk under condition 9, unless and until payment shall have been made to the Company of all sums
due to it under the Contract and/or under any other Contract between the Buyer and the Company on any account whatsoever,
property in and beneficial title to the Goods shall remain in the Company.
10.2 The Buyer shall store the Goods separately from all other goods and products and in such a way that they can be readily identified
as being the property of the Company.
10.3 Subject to conditions 10.4 and 10.5, the Buyer shall be free to sell the Goods in the ordinary course of its business on the basis that
the proceeds of sale shall be transferable to the Company and pending such transfer shall be held in trust for the Company, and the
Buyer shall account therefore to the Company on demand for monies outstanding under conditions 7 and 8.
10.4 The Company may at any time revoke the Buyer's power of sale referred to in condition 10.3 by written notice to the Buyer if the
Buyer shall for 7 (seven) days or more be in default in the payment of any sum whatsoever due to the Company (whether in
respect of the Goods or any other goods supplied by the Company or Services rendered, whether or not under the Contract by
the Company or for any other reason whatsoever), or immediately if any cheque or other negotiable instrument drawn or accepted
by the Buyer in favour of the Company shall on presentation for payment be dishonoured or in 7 (seven) days if the Company in
good faith shall have doubts as to the solvency of the Buyer.
10.5 The Buyer's power of sale referred to in condition 10.3 shall automatically cease if an Insolvency Event occurs.
10.6 Upon determination of the Buyers power of sale under conditions 10.4 or 10.5, the Buyer shall place the Goods at the disposal of
the Company and the Company shall be entitled to enter upon any premises of the Buyer for the purpose of removing the Goods
from the premises (including severance from property where necessary).
10.7 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of
such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any
purported appropriation to the contrary by the Buyer.
- Termination and Suspension
11.1 Without prejudice to any rights and remedies available to it, whether under the Contract or otherwise, the Company shall be
entitled in its absolute discretion and upon giving to the Buyer written notice of its intention to do so, either to terminate wholly or
in part the Contract and/or any other contract with the Buyer or to withhold, vary or suspend performance of all or any of its
obligations under the Contract or any other Contract in any one or more of the following events:
11.1.1 if any sum owing to the Company from the Buyer on any account whatsoever shall be unpaid after the due date for
11.1.2 if the Buyer refuses to take delivery or collect any of the Goods in accordance with the terms of the Contract;
11.1.3 if an Insolvency Event occurs;
11.1.4 if the Buyer shall commit any breach of any Contract with the Company;
11.1.5 if the Company in good faith shall have doubts as to the solvency of the Buyer;
11.1.6 where it is necessary to make alternative arrangements to deal with supply shortages. In such circumstances, the Buyer’s
obligation to purchase Goods hereunder shall remain binding to the extent that the Company meets the Buyer's order;
11.1.7 if the Buyer exceeds the credit limit agreed between it and the Company from time to time on any account. The Company
shall be entitled to require as a condition of resuming performance under the Contract in such circumstances, the payment
of such proportion of the sums or sum outstanding on any such account by the Buyer or such further sums as the
Company sees fit in its absolute discretion to bring the Buyer back within its agreed credit limit; or
11.1.8 if the Buyer refuses to permit or hinders performance of Services.
11.2 The Company shall be entitled to exercise its rights of termination or suspension hereunder at any time during which the event
giving rise thereto shall not have ceased or been remedied, and in the circumstances of any such suspension, the Company shall be
entitled to require as a condition of resuming performance under the Contract, pre-payment of or such security as it may stipulate
for the payment of any sum or sums due or to become due to it. Upon any such event happening the Company shall also have a
general lien over all monies and property of the Buyer in its possession for any sums due to the Company.
- Warranty and Liability
12.1 The liability of the Company is subject to compliance by the Buyer with all the terms contained in these conditions.
12.2 The Company shall make good by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any
part of the price remaining unpaid) or at its option by repair or by replacement, any defect developing under normal use in the
Goods and due solely to faulty design (except where the design is supplied by or on behalf of the Buyer), faulty materials or faulty
workmanship provided that:
12.2.1 the Buyer shall be responsible for ensuring that Goods are fit for the purpose for which it wishes to use them and the
Company gives no warranty (and none shall be implied) that the Goods are fit for any particular purpose;
12.2.2 the defect in question shall have appeared within 12 (twelve) months (or such longer time period (if any) as may be
provided for in any guarantee given by or on behalf of the manufacturer of the Goods) after the Buyer shall have taken
possession of the Goods or performance of Services has been completed and shall have been thereupon promptly notified
in writing to the Company;
12.2.3 any Goods alleged to be defective shall be stored in a safe place by the Buyer until such time as the Company authorises
their disposal in writing;
12.2.4 any Goods alleged to be defective shall, if so required by the Company, be promptly returned at the Buyer's risk and
expense to the Company’s works for inspection, and the Company shall in its reasonable opinion consider them to be
defective solely by reason of faulty design materials or workmanship;
12.2.5 no attempt shall have been made by the Buyer or by any third party to remedy any defect before, if so required by the
Company, the Goods in question shall have been returned to the Company for inspection; and
12.2.6 the Goods in question shall have been serviced and maintained properly and in accordance with the Company’s
recommendations and shall not have been fitted with any parts, components or accessories other than those manufactured
or recommended by the Company.
12.3 Apart from such reimbursement repair or replacement the Company, its employees and agents shall be under no liability to the
Buyer or to any third party for any injury, loss or damage of any kind whatsoever, howsoever and wheresoever arising or arisen and
whether direct or indirect, including without limitation any injury, loss or damage arising out of or incidental to:
12.3.1 any negligence of the Company or of any of its employees or agents (except insofar as such negligence may result in death
or personal injury);
12.3.2 the Company's performance of or failure to perform or breach of any of its obligations, whether express or implied under
the Contract or otherwise;
12.3.3 the supply, installation, repair or maintenance of any of the Goods;
12.3.4 any defect in any of the Goods;
12.3.5 any advice given or representation made by the Company or on its behalf; or
12.3.6 any performance of any Services.
12.4 In the event of any claim against the Company in respect of any matter whatsoever, the liability (if any) of the Company shall be
limited to replacement of the goods sold by the Company in respect of which the liability arises.
12.5 The Company shall not be liable for any claim relating to any breach of warranty, express or implied, brought after the expiry of the
period of 12 (twelve) months from the date on which the Contract was made.
12.6 The Company shall in no circumstances be liable (including without limitation in negligence) to the Buyer for any economic loss, loss
of profit, loss of business or like loss (in each case whether direct or indirect).
12.7 The terms of this condition replace all conditions, warranties, representations, statements, liabilities and other terms whatsoever
implied by common law, statute or otherwise, all of which shall accordingly be excluded to the extent allowed by law and the
Company shall in relation to the Goods and Services have no obligation to the Buyer, either arising by statute or in tort or in
Contract and whether arising out of any negligence of the Company or any of its employees or agents (and whether under the
Contract or under any other Contract), other than the express obligations contained in these conditions or in any other document
expressly incorporated in writing into the Contract. Accordingly, it shall be for the Buyer to insure against any liability arising from
the performance of the Services and from its use of the Goods.
12.8 The Company shall use its reasonable endeavours to transfer to the Buyer the benefit of any guarantee in respect of the Goods
available from the manufacturer provided that the Company may in its discretion, elect to do so only at the cost of the Buyer.
12.9 Notwithstanding anything to the contrary herein contained, the Company’s liability to the Buyer for:
12.9.1 death or personal injury resulting from the negligence of the Company, its employees or agents;
12.9.2 damage suffered by the Buyer as a result of a breach by the Company of the condition as to title or the warranty as to
quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services
Act 1982; and
12.9.3 damage for which the Company is liable to the Buyer under Part 1 of the Consumer Protection Act 1987;
12.9.4 shall not be limited save that nothing in this condition 12 shall confer a right or remedy upon the Buyer to which the Buyer
would not otherwise be entitled.
12.10 The provisions of this condition 12 shall survive any termination of the Contract.
13.1 If any process is to be applied to the Goods or the Services by the Company in accordance with a specification or direction (as the
case maybe) submitted by the Buyer, the Buyer shall indemnify and hold harmless the Company from and against all loss, damages,
costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company
in settlement of any claim for infringement or alleged infringement of any intellectual property rights of any other person which
results from the Company’s use of the Buyer's specification or from the Company complying with the Buyer’s direction as the case
13.2 Where the Buyer uses the Goods or the Services:
13.2.1 in the manufacture, supply or distribution of any other goods; or
13.2.2 in the provision of a service;
13.2.3 the Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded
against or incurred by the Company in respect of such use by the Buyer arising out of the manufacture, supply or
distribution of those other goods or the provision of that service.
13.3 The Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against
or incurred by the Company in respect of:
13.3.1 any liability which the Company may incur as a result of a claim against the Company by a third party under Part 1 of the
Consumer Protection Act 1987;
13.3.2 any warranty howsoever given by the Buyer to a third party; and
13.3.3 any loss caused by the Goods during transit.
14.1 The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its
obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control.
14.2 Any notice required to be given in writing under the Contract shall be given either by telex or facsimile transmission or by first
class post addressed to the registered office of the party for which it is intended.
14.3 The validity or unenforceability of any one condition, sub-condition, paragraph or sub-paragraph of these conditions shall not affect
the validity or enforceability of any other part of these conditions.
14.4 This Contract shall be governed by the law of England and the courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes or claims (including non-contractual disputes or claims), which may arise out of or in connection with these Terms.
- Force Majeure
14.1 Neither party shall be in breach of contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from an event or circumstance beyond either party’s reasonable control (including, but not limited to, non-delivery of goods by the Company’s suppliers).
14.2 If the period of delay or non-performance continues for 3 months, the Company may terminate the contract by giving 30 days’ written notice to the Customer or suspend delivery of the goods to the Customer.