Carter Retail Equipment Ltd - Terms and Conditions
In these Conditions, the following expressions shall have the following meanings:
2.1 Any quotation or estimate given by the Company is an invitation to the Customer to place an order and thereby make an offer open to acceptance by the Company. No order placed in response to or any other acceptance of a quotation or estimate shall give rise to a contract binding upon the Company.
2.2 These Conditions are the only conditions upon which the Company transacts business and shall be incorporated into the Contract to the exclusion of all other terms and conditions. Any reference in any document forming part of or evidencing the Contract to any terms or conditions of purchase or business of the Customer shall not have the effect of incorporating any such terms or conditions in the Contract.
2.3 No variation of these Conditions shall have effect unless agreed to by the Company in a document signed by a director of the Company issued to the Customer.
2.4 If the Goods are sold on any trade term defined in the current edition of "Incoterms" published by the International Chamber of Commerce, the use of that trade term shall have the meaning and effect set out in Incoterms.
3.1 All prices are exclusive of Value Added Tax, which when payable, will be charged at the applicable rate together with all other taxes, duties, or charges payable in respect of the Goods or any services provided by the Company under the Contract.
3.2 Prices stated in quotations, estimates, acceptances of orders, or other documents issued by the Company prior to dispatch of the Goods are not binding upon the Company.
3.3 All prices quoted or subsequently agreed or varied shall be subject to increase during the performance of the Contract by the Company in respect of any increases in the cost of labour or materials.
3.4 The cost of pallets and containers that are agreed to be returnable will be charged to the Customer in addition to the price of the Goods and Services. Credit will be given to the Customer if they are returned undamaged before the date on which payment is due.
3.5 To the extent that the Company is required to carry out work and/or visits to the Customer's location not provided for in the Contract, the Customer shall make payment to the Company at its daywork rates then current.
4.1 In the case of a contract for the supply of goods only, risk in the goods shall pass to the Customer:
4.2 In the case of a contract for the supply of Goods and services to be provided by the Company after delivery, the risk in the Goods shall pass to the Customer:
5.1 The Customer shall inspect the Goods immediately upon their arrival or after commissioning, as applicable, to ascertain:
5.2 Any discrepancy or damage must be notified to the Company in writing within seven working days of receipt.
6.1 The Customer shall not be entitled to cancel an order accepted by the Company. If the Customer notifies the Company in writing before the commencement of fabrication, the Company will not manufacture the units but the Customer will reimburse the Company for its loss of profit and all costs incurred.
7.1 Payment for the Goods shall be made no later than the last day of the month following the month in which the Goods were invoiced or dispatched from the Company's premises, unless otherwise agreed in writing.
7.2 If the Customer fails to comply with payment obligations, the Company may withhold dispatch or suspend manufacture.
7.3 All amounts due from the Customer which are not paid on or before their due date shall bear interest at 8% per annum above Barclays Bank base lending rate or 10% per annum, whichever is higher.
7.4 The Customer shall not set off against sums due any amount claimed from the Company on any other account.
8.1 Title to and property in the Goods shall remain vested in the Company until:
8.2 Until title passes, the Company may repossess and resell the Goods if any amount due is not paid on the due date. The Customer shall store the Goods properly and ensure they are clearly identified as belonging to the Company.
9.1 Dates for dispatch or delivery of the Goods are approximate and time is not of the essence.
9.2 If the Company is delayed or prevented from performing the Contract by circumstances beyond its control, it may suspend further performance. If suspended for more than ten working days, either party may terminate the Contract with notice.
9.3 If the Customer requests a delay in dispatch, they shall pay reasonable storage charges, and the Goods will be stored at the Customer's risk.
10.1 The Customer shall be deemed to have accepted the Goods as free from defects and conforming to the Contract unless notified in writing within seven working days of receipt.
11.1 If the Goods are manufactured according to the Customer's specifications, the Company is not liable for any unsuitability.
11.2 If a defect is established, the Company shall at its option:
11.3 The Guarantee shall not apply unless the defect is notified within 12 months of the risk passing to the Customer.
11.4 The Guarantee does not cover misuse or damage not attributable to the Company, or failure to maintain the units properly.
11.5 If the Company elects to replace the Goods, the title to the defective goods shall re-vest in the Company.
11.6 The Guarantee is in substitution for any other legal remedy for the Customer in respect of the alleged defect.
11.7 Nothing in this Condition shall exclude the Company's liability for death or personal injury resulting from negligence.
12.1 All tooling acquired by the Company for manufacturing the Goods will remain the property of the Company.
13.1 The Company is entitled to sub-contract the manufacture of the Goods in whole or in part.
14.1 If the Contract provides for testing or inspection prior to delivery, the Customer shall inspect within 5 working days of notice. If no notification is given within 10 working days, the Goods are deemed accepted.
15.1 The Customer is responsible for the accuracy of designs, drawings, specifications, and other data supplied to the Company.
15.2 The Customer shall indemnify the Company against any claims resulting from manufacturing and supplying the Goods in accordance with such designs and data.
15.3 All intellectual property rights in research or development work carried out by the Company shall be the property of the Company.
15.4 Any designs or intellectual property created by the Company shall belong to the Company.
16.1 The Customer shall provide suitable access, lighting, and an electricity supply at the location for delivery and/or installation as specified.
16.2 If a refrigeration system is provided by the Customer, it must comply with the conditions specified by the Company.
17.1 If the Customer breaches the contract, is unable to pay debts, or is subject to insolvency proceedings, the Company may suspend or terminate the Contract.
17.2 The Customer shall pay for all Goods dispatched and indemnify the Company against loss or expenses incurred.
18.1 The rights and remedies of the Company shall not be diminished by any indulgence, forbearance, or extension of time granted by the Company.
19.1 The Contract shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts.
20.1 The headings are inserted for reference and shall not affect the construction of these Conditions.
21.1 Notices shall be in writing and sent to the Company's or Customer's registered office. Service shall be deemed effected 24 hours after dispatch by post or facsimile
