TERMS & CONDITIONS FOR THE SALE OF GOODS AND SERVICES
The Buyer’s attention is in particular drawn to the provisions of condition 13.
The definitions and rules of interpretation in this condition apply in these conditions.
- Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Buyer: the firm or company who purchases the Goods from the Company.
- Budgetary Proposals: informal non-binding estimates given to the Buyer by the Company in respect of its Goods and/or Services.
- Collection: the collection of the Goods from the Company’s place of business by the Buyer or its agent.
- Company: Cobal Sign Systems Limited (Registered Number 1597410) Brookway, Hambridge Lane, Newbury, Berkshire RG14 5PE
- Conditions: the terms and conditions as set out in this agreement.
- Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.
- Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
- Delivery: the delivery of the Goods by the Company to the Delivery Point in accordance with condition 4.
- Delivery Point: the place specified by the Buyer where Delivery or Collection of the Goods is to take place under condition 4.
- Force Majeure Event: has the meaning given in condition 15.
- GDPR: General Data Protection Regulations ((EU) 2016/679).
- Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
- Installation: the installation of the Goods by the Company or their contractors at the location specified by the Buyer.
- Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world.
- Manufacture: the manufacture of the Goods by the Company for the Buyer.
- Order: the Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s written acceptance of the Company’s quotation.
- Services: any services agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
- Specification: any Specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Company.
- UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
Words in the singular include the plural and words in the plural include the singular.
A reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re- enactment and includes any subordinate legislation for the time being in force made under it.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email but not fax or any other form of electronic communication.
A reference to a party includes its personal representatives, successors and permitted assigns.
2. Application of terms
The Contract shall be on these conditions to the exclusion of all other terms and conditions that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this condition shall limit or exclude any liability for fraud.
Orders will not be accepted against Budgetary Proposals.
Each Order or acceptance of a formal quotation for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods and/or Services subject to these Conditions. The Buyer shall be responsible for ensuring that the terms of its Order are complete and accurate.
No Order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of the Order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer, at which point the Contract shall come into existence.2.6
An accepted Order may only be cancelled or varied with the Company’s written consent. In the event that the Buyer wishes to vary the Order, including any agreed Specifications, delivery dates, Installation dates or times, the Company reserves the right to charge the Buyer for the Company’s additional costs (including, without limitation, any indirect, special or consequential loss, loss of profit and other economic losses) incurred in relation to the variation of the Order.2.7
Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgement of Order to the Buyer. Unless specifically stipulated in writing on the quotation, any quotation is valid for a period of thirty (30) days only from its date, provided that the Company has not previously withdrawn it.
The Company reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.
Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application, suitability or fitness for purpose for use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendations which is not so confirmed.
The quantity and description of the Goods shall be as set out in the Specification within the quotation or acknowledgement of the Order. The Buyer shall satisfy itself that the Specification is correct and accurately describes its requirements. The Company reserves the right to amend the Specification of the Goods if required by applicable statutory or regulatory requirements. The Company reserves the right to make minor amendments to the Specification as it deems necessary in order to aid the manufacturing process. The Company shall notify the Buyer in advance of making any amendments to the Specification that the Company considers, in its reasonable opinion, to be of a material nature or likely to affect the Buyer’s use of the Goods.
Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, drawings, samples, price lists and its other literature these items are for the Buyer’s general guidance only, for giving an approximate idea of the Goods described in them, and shall not constitute representations by the Company and shall not form part of the Contract.
The Company may amend the description of the Goods if required by any applicable statutory or regulatory requirement.
Where a Quotation is based upon information supplied by the Buyer, the Buyer is responsible for its accuracy and any increased costs of supply resulting in any inaccuracy are the Buyer’s responsibility.
Dispatch of the Goods shall take place by the Company delivering them to, or the Buyer or its agent collecting them from, the Delivery Point, whichever is agreed between the parties in writing.
Delivery of the Goods to the Delivery Point shall be at the Buyer’s expense unless otherwise stated by the Company.
The Buyer shall provide at the Delivery Point at the time of Delivery or Collection and at its expense, adequate and appropriate equipment and manual labour for unloading or loading the Goods. In doing so, the Buyer shall not cause any delay to the Company.
If the Company is delivering the Goods, any dates specified by the Company for Delivery of the Goods are intended to be an estimate and time for Delivery shall not be made of the essence. If no dates are so specified, delivery shall be within a reasonable time.
If the Buyer is collecting the Goods, Collection must take place within three (3) Business Days of the Company notifying the Buyer in writing that the Goods are ready for collection. Time of Collection is of the essence.
If for any reason the Buyer fails to accept Delivery of any of the Goods when they are ready for Delivery, or fails to collect the Goods when they are ready for Collection in accordance with the timescale in condition 4.5, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences, authorisations or appropriate equipment and manual labour for unloading the Goods:
- Risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
- The Goods shall be deemed to have been delivered or collected;
- The Company may store the Goods until Delivery or Collection takes place, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and
- The payments due under the Contract shall not be delayed.
If ten (10) Business Days after the day on which the Buyer fails to accept Delivery of the Goods, or fails to collect the Goods when they are ready for Collection in accordance with the timescale in condition 4.5, the Buyer has not accepted or taken the Goods, the Company may resell or otherwise dispose of part or all of the Goods and after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
The Company may deliver the Goods or the Buyer or its agent may, if agreed with the Company, collect the Goods, by separate instalments which shall be invoiced and paid for separately. Each instalment shall be a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
The quantity of any consignment of Goods as recorded by the Company on dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive written evidence proving the contrary within 24 (twenty-four) hours of Delivery or Collection.
The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within three (3) days of the date when the Goods would in the ordinary course of events have been received.
Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
The Goods are at the risk of the Buyer from the time of Delivery or Collection, subject to condition 4.6.
Title to the Goods shall not pass to the Buyer until the Company has received in full (cleared funds) all sums due to it in respect of:
- the Goods;
- the Services; and
- all other sums (including but not limited to retentions) which are or which become due to the Company from the Buyer on any account.
The Buyer may resell the Goods before title has passed to it solely on the following conditions:
- any sale shall be affected in the ordinary course of the Buyer’s business at full market value and the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly; and
- any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
- title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.
Until title to the Goods has passed to the Buyer, the Buyer shall:
- hold the Goods on a fiduciary basis as the Company’s bailee;
- store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
- not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company;
- give the Company such information relating to the Goods as the Company may require from time to time, but the Buyer may resell or use the Goods in accordance with condition 6.3; and
- notify the Company immediately if it becomes subject to any of the events listed in condition 12.2.
The Buyer’s right to possession of the Goods shall terminate immediately if, before title to the Goods passes to the Buyer:
- the Buyer becomes subject to any of the events listed in condition 12.2; or
- the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer; or
- the Buyer encumbers or in any way charges any of the Goods.
The Company shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed from the Company.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them (provided that the Goods have not been resold or irrevocably incorporated into another product).
Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all Goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
The risk in any Goods sold for export outside the UK passes to the Buyer upon receipt of the Goods by the Buyer or his shipping agent and the Buyer shall indemnify the Company against any consequences of any breach of foreign laws, regulations or licensing requirements in relation to the Goods supplied.
On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7. SUPPLY OF SERVICES
The Company shall supply the Services to the Buyer in accordance with the Order in all material respects.
The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order or as notified by the Company to the Buyer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
The Company reserves the right to amend the Order if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Buyer in any such event.
The Company warrants to the Buyer that the Services will be provided using reasonable care and skill.