CD (UK) Ltd. Conditions of Sale

1. Definitions

Under the terms and conditions of sale set out above:
(a) The “Company” means CD (UK) Ltd and includes any of its trading divisions in operation from time to time.
(b) The “Buyer” means the corporation, firm, company, institution, person or persons to whom a quotation is made or to whom goods are sold by the Company.
(c) “Goods” means all products supplied by the Company under these terms and conditions, including, without limitation, surface products, appliances, machinery and tools.

2. General

Any order accepted by the Company, whether it is based on, or results from, this or any other quotation or tender given by the Company, is deemed to incorporate these terms and conditions. Further, no variation or modification of, or substitution for these terms and conditions (even if included in or referred to in the document placing the order) shall be binding on the Company unless specifically accepted by the Company in writing.

3. Validity of Quotation

Unless previously amended or withdrawn, the Company’s quotation is open for acceptance for the period stated therein or, where no period is stated, for 30 days after the date thereof. The Company’s quotation is not an offer but merely an invitation to the Buyer to make an order for goods under the terms and conditions of the quotation.

4. Acceptance

All quotations are subject to written confirmation on receipt of order and to the goods to which they refer being available for execution of the order when received. Verbal arrangements are only valid when their acceptance is confirmed in writing by us.

5. Confirmation of Orders

Orders accepted by the Company may not be cancelled under any circumstances unless agreed in writing by the Company. Cancellation of Goods ordered to the Buyer’s own specification will not be accepted. Orders by telephone are accepted only at the Buyer’s own risk and subject to these conditions. They should always be confirmed by the Buyer in writing (which shall include letter, email and fax only).

6. Returned Goods

Goods once dispatched may not be returned without the Company’s consent in writing. In any event, where such consent is given, it will be subject to Buyer complying with the terms, and any limitations contained in such terms, of our relevant “Returns Guidelines” in force from time to time for the type of Goods being supplied under this contract,.

7. Warranty and Liability

The Company’s Goods are tested or examined before dispatch but are supplied without any warranty condition or guarantee, express or implied, that they are suitable for use under any special conditions or for any particular purpose, although such condition or purpose may be known to the Company at the time, nor, in the absence of a specific guarantee in writing, is any guarantee given as to the life expectancy or wearability of the Company’s Goods. In the absence of a specific warranty relating to a particular type of Goods, the Company will however repair, or at their option, replace Goods, in which defects under proper use and installation appear within a period of twenty four calendar months after installation and which arise solely from faulty design, materials or workmanship, other than design or materials made for, or specified by, the Buyer, provided always that acceptable proof is rendered as to the date of purchase and any defective parts are promptly returned free to the Company’s address. The provisions of the Sale of Goods Act 1979 and Unfair Contract Terms Act 1977 shall apply to this contract, but this guarantee is given in lieu of all warranties or conditions and liabilities whatsoever implied by law, statute or otherwise, and in particular, without prejudice to the generality of the foregoing, the Company shall not be liable for loss of profit or goodwill of the Buyer or any other person acting, directly or indirectly, from any breach of this contract or for any other indirect or consequential damage whatsoever. Save as provided in this clause neither the Company, nor its servants and agents, shall be under any liability, whether in contract, tort or otherwise, howsoever, in respect of the Goods or for any damage or loss whatsoever and howsoever resulting therefrom or from any work done in connection therewith. Nothing contained in these terms and conditions shall be construed to limit or exclude the liability of the Company for death or personal injury as a result of the Company’s negligence or that of its employees or agents.

8. Prices

Prices are subject to alteration or withdrawal without notice. Orders can only be accepted subject to the condition that Goods will be invoiced at prices ruling on the date of dispatch from the Company’s premises unless otherwise stated on an official quotation of the Company. Unless otherwise stated, prices are net, ex works, excluding VAT.

9. Illustrations

Illustrations and drawings are not binding as to details as our designs are subject to modification.

10. Weights and Measures

All weights, measurements, specifications, etc., are stated as correctly as possible but are not guaranteed and we exclude all liability for discrepancies.

11. Performance

When performance or production figures are given these are based on experience obtained during tests and do not involve us in any liability for failure to obtain equivalent results on any specified installation. All statutory or implied conditions or warranties are hereby expressly excluded.

12. Delivery

Unless otherwise specified in the quotation, delivery shall take place:
(a) Where the Buyer chooses to collect the Goods itself, when the Goods are entrusted to it or set aside for its collection, whichever happens first, or
(b) when the Goods are delivered to the Buyer’s premises, or to such other premises as shall be stipulated in the contract.

If, by reason of the Buyer’s default, the Goods are not collected, or delivered by the date specified in the contract, the Company may either treat the contract as repudiated or alternatively store the Goods at the Buyer’s own risk and expense. Estimates of delivery dates and times are to be regarded as approximate only and the Company accepts no liability for any loss, injury, damage, or expenses consequent upon any delay in delivery of Goods. Delay due to circumstances outside the control of the Company shall not entitle the customer to cancel any order or refuse to accept delivery. Offers for delivery from stock are made subject to Goods remaining unsold on receipt of order.

13. Property in the Goods

The ownership of Goods supplied under this contract will only pass to the Buyer when all monies owed to the Company, in particular in respect of (a) the Goods and (b) all other goods the subject of any other contract between the Buyer and the Company which, at the time of payment of the full price of the Goods, have been delivered to the Buyer but not paid for in full, have been paid. Until that time the goods referred to above (including the Goods) will remain the Company’s property. Until actual payment of all sums due by the Buyer to the Company, the Buyer shall store and mark the Goods in such a manner that they shall be readily ascertainable as Goods which are the property of the Company, provided that this shall not prevent the Buyer from selling and using the Goods in the ordinary course of his business until such permission has been withdrawn pursuant to clause 16. The Company shall also have the right, by itself, its servants or agents, to enter the Buyer’s premises for the purpose of removing and repossessing the Goods or their proceeds of sale, until actual payment of all sums due by the Buyer to the Company and/or in the event of the Buyer’s inability to pay due to its insolvency, administration or other insolvency related event.

14. Service Engineers

In respect of appliances and machinery only, by special arrangement and at extra cost, engineers can be provided for assembling and installing on site as soon as possible after delivery. The Buyer is responsible for ensuring that machine foundations and electrical connections are prepared and to provide reasonable assistance to our fitters during installation. No liability will be accepted by us or faulty workmanship unless we receive notification within seven days of execution of work by our engineers. All necessary plumbing, steam fitting, and pipe connections for dust extraction into centralised exhaust system are to be provided by the Buyer through his own contractors.

15. Risk

Risk shall pass when the goods are delivered to the Buyer, delivery being defined as in clause 12 above.

16. Payment

Liability for payment for Goods shall arise on delivery, and such payment must be made not later than the end of the month following the month of invoice – any discounts specified in the Company’s quotations shall relate only to payments so received. The Company reserves the right to charge interest on overdue amounts at the rate per annum of 2% above the Bank of England minimum lending rate (or if there is no such rate, 2% above Lloyds Bank plc lending rate) ruling on the last date on which payment must be made. If payment is not made by such date, or if the Buyer is in default as regards payment under this contract, the Company (without prejudice to its other rights) reserves its rights to:

(a) suspend deliveries under this contract for so long as the default continues;
(b) serve notice on the Buyer that if sums due under this contract are not paid within 14 days, the Company shall be entitled to treat this contract as repudiated; or
(c) sue for the price, notwithstanding that property in the Goods has not passed to the Buyer.
After service of the notice described in (b) above, or on the occurrence of any of the circumstances described in clause 17 entitling the Company to treat this contract as repudiated, the Buyer shall not submit Goods to any process of manufacture, incorporate them, nor mix them with other goods, nor change their nature in any way whatsoever, nor shall the Buyer sell any goods which are still the property of the Company to a third party until all monies due to the Company are paid.

Please note that under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 we are entitled to charge interest at the rate of 8% per annum over the Bank of England base rate on any sums due past any credit period. The act also provides that a charge may be made by way of late payment compensation.
Please note we reserve the right to levy these charges at our discretion.

17. Insolvency

Without prejudice to its other rights, the Company may by notice treat this contract as repudiated if: the Buyer is wound up or dissolved or enters into liquidation, whether compulsory or voluntary (except for the purpose of a solvent reconstruction or amalgamation), or the Buyer becomes insolvent within the meaning of section 61(4) Sale of Goods Act 1979, or becomes bankrupt or enters into any voluntary arrangement or composition with his creditors, if the Buyer is an individual, or if the Buyer has any action, application or proceedings taken in respect of it for a Voluntary Agreement (as defined in Section 1 (1) of the Insolvency Act 1986) or effects a composition or reconstruction of its debts, or if the Buyer has an administration petition presented, or has a receiver, liquidator, administrative receiver, trustee or similar officer appointed, or if the Buyer is unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), or a meeting is convened at which a resolution to wind up the Buyer will be proposed or on the passing of a resolution, or on any other event or default of any nature whatsoever which would cause the Company reasonably to consider that its ownership of the Goods or in their proceeds of resale may be adversely effected, or that it is unlikely to be paid in full for the Goods. When such notice is given, all Goods that remain the property of the Company shall forthwith be redelivered to the Company at the Buyer’s risk and expense and for the purpose of taking possession of such Goods, the Buyer, for itself, its administrators, receivers, managers, liquidators or trustees in bankruptcy hereby grant to the Company an irrevocable licence to enter its premises for the purpose of taking possession or repossession of the Goods.

18. Part Payment and Resale

If, notwithstanding the Buyer’ default, the Company chooses to enforce this contract, it shall recover and sell only so many of the Goods as may be necessary to obtain in full the purchase price, interest and any other sums due from the Buyer with such further sum as represents proper damages for the Buyer’s breach of contract. Any surplus Goods or funds obtained from such resale shall be passed on to the Buyer. If the Company chooses to treat this contract as repudiated, the Company shall repay to the Buyer any part payment of the purchase price of those Goods which remains after deduction of an amount representing damages for the Buyer’s breach of contract. If the Buyer sells any Goods which remain the Company’s property, the proceeds of resale and/or the claims to such proceeds shall at all times be held on trust for the Company and the Buyer shall pay all such proceeds into a bank account separate from all other monies and the Company shall account to the buyer for any sums in excess of the price of the Goods and other sums payable under this contract.

19. Applicable Law

Any contract subsisting between the Company and the Buyer shall be construed in all respects in accordance with the Laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.

20. Errors

Clerical errors and omissions are subject to correction without notice.

21. Damage or Shortage

(a) Where goods are delivered by outside carriers, damage or part loss claims cannot be entertained unless the carriers and the Company is notified in writing within three days from date of delivery.
(b) Where goods are delivered by the Company and a receipt of delivery note signed by the customer is received, the goods will be deemed to have been examined and therefore no claim for damage or loss can be entertained by the Company for any claim received more than five days following delivery.
(c) The Buyer may not exclude this provision either by making his signature “unexamined” or by failing to sign for the delivery or otherwise.

22. Notices

Notices shall be in writing sent to the address of the appropriate party set out on the face of this contract or to such other address as may from time to time (by notice to the other party) be designated, and notices shall be deemed to have been duly given:
(a) on the date of transmission if sent by email or fax
(b) on the date of delivery if delivered by hand
(c) two days after the date of posting if sent by First Class Mail

In providing service by post it shall be sufficient to prove the envelope containing the notice was properly addressed, stamped and posted, and in proving service by email or fax, that the message had been sent to the intended recipients correct address or number.

23. No Waiver

The failure by either party to enforce at any time, or for any period, any one or more of the terms and conditions in this contract shall not be a waiver of them, or of the right at any time subsequently, to enforce all terms and conditions of the contract.

24. Severability

If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if these terms and conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

25. Force Majeure

The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, local or global pandemics, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.