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CMS International Ltd Conditions of Sale
1 General
1.1 There shall be no binding contract between Seller and
Buyer until Buyer's order has been accepted by Seller.
1.2 These conditions shall apply to the exclusion of all other
items, including any standard terms of Buyer, except as agreed
in writing by Seller. Acceptance of the goods shall be deemed
to indicate Buyer's agreement to these conditions.
1.3 Seller reserves the right to change the design and specification
of goods ordered by the Buyer without notice and to substitute
comparable goods.
2 Price
2.1 Unless otherwise agreed, the price of the goods will
be that detailed on the Seller's quotation providing that
the Buyer has placed the order within 30 days of the date
of the quotation. The Seller shall be entitled to amend its
pricing from time to time without notice.
2.2 Unless otherwise agreed, prices quoted are exclusive of
the cost of delivery to any destination in the United Kingdom
and are exclusive of Value Added Tax.
2.3 The Seller reserves the right to charge for any additional
units delivered up to and including a 10% tolerance on quantity
ordered.
3 Payment
3.1 Payment shall be no later than 30 days net from the date
of the invoice for account holders only and time of payment
shall be of the essence of the contract.
3.2 Payment terms for non-account holders are strictly pro-forma.
3.3 Buyers are eligible to apply for account holder status
following initial pro-forma order.
3.4 Seller reserves the right to charge interest at 2.5% monthly
on accounts that are not settled within our terms of trading.
3.5 Unless otherwise agreed, all accounts are net of the cost
of delivery and are exclusive of Value Added Tax.
3.6 Seller reserves the right at any time to demand full or
partial payment before proceeding with any order.
4 Delivery And Risk
4.1 Any times quoted for delivery are estimates only and
Seller shall not be liable for failure to delivery within
the time quoted. Time of delivery shall not be of the essence.
4.2 Delivery of the goods to the stipulated place of delivery
or to a carrier nominated by Buyer, whichever is sooner, shall
constitute delivery to Buyer. All risk in the goods shall
pass to Buyer on such delivery.
4.3 Discrepancies and damage apparent at the time of delivery
must be noted on carriers receipt note and notified to Seller
in writing forthwith. Other discrepancies or damage in transit
must be notified to Seller in writing within seven (7) days
after receipt of invoice.
4.4 Seller shall be entitled to make partial deliveries by
instalments and to invoice for such deliveries as made. These
conditions shall apply to each such delivery.
5 Transfer of Property
5.1 Property in the goods shall remain in Seller until Seller
has received payment in full of the price and any additional
sums due under contract.
5.2 Buyer shall store the goods in such a way that they can
be identified as Seller's property. If Buyer shall sell or
otherwise dispose of or shall make any insurance claim in
respect of the goods prior to making payment in full of them,
he shall do so as principle and not as agent for Seller and
shall not give any warranties or incur any liability on behalf
of Seller. The proceeds of any such sale or other disposition
(or claim thereto) as well as the proceeds of any insurance
claim made by the Buyer in respect of the goods belong to
Seller to the extent of all sums due to Seller in respect
of the goods.
5.3 Failure by Buyer to make all payments when due shall give
Seller the right without prejudice to any other remedy of
Seller, to repossess the goods without prior notice and to
enter any premises for the purpose of such repossession.
5.4 Nothing in this condition shall give Buyer any right to
return goods sold hereunder. Seller may sue Buyer for the
price when due notwithstanding that property in the goods
may not have passed to Buyer.
6 Guarantee and Limitation of Liability
6.1 Seller guarantees that upon delivery the goods will be
free form defects caused by faulty materials or poor workmanship.
Under this guarantee Seller will at its option either repair,
replace or give credit to Buyer for any goods found to be
so defective provided that:
a) Seller is notified within 7 days of receipt of the goods
of any defect.
b) The defective goods are returned to Seller carriage paid
by Buyer.
c) Examination of the goods by seller reveals to its satisfaction
that such defect exists and has not been caused by misuse,
neglect, accident, improper storage or handling or by repair
or alteration not effected by by Seller.
6.2 Save as expressly set out above, Seller shall be under
no liability whatsoever whether in respect of negligence or
otherwise in connection with the goods or this contract. All
conditions, warranties or other terms, whether implied, statutory
or otherwise are hereby excluded, provided that nothing in
this paragraph shall restrict any liability of Seller for
negligently caused death or personal injury.
7 Force Majeure
Without prejudice to any other of these conditions, the Seller
shall be under no liability for delay or non performance of
any obligations hereunder due to any circumstances whatsoever
beyond the control of the Seller.
8 Buyer's Breach and Financial Situation
If the Buyer shall be in breach of any of its obligations
hereunder or under any other contract with Seller or if at
any time the Buyer's financial condition does not in the Seller's
unfettered judgement justify continuance of this contract
on the terms of payment agreed, the Seller may, without prejudice
to any other rights and without and liability whatsoever to
Buyer, cancel any outstanding part of the contract or suspend
any deliveries until such time as the Buyer shall provide
security satisfaction to the Seller for the performance of
all obligations to the Seller.
9 Law
9.1 Any notice required or permitted to be given by either
party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or
principal place of business or such address as may a the relevant
time have been notified pursuant to this provision to the
party giving that notice.
9.2 This contract shall be governed by and constructed in
accordance with English law and the courts of England shall
have jurisdiction to hear all disputes arising in connection
with it.
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