Terms and Conditions of Sale
These Conditions were most recently updated on 4th November 2016.
Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from our Site. Please note that before placing an order you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to order any Goods from our Site.
We are Carl F Groupco Limited, a company registered in England and Wales under company number 02277210 and with our registered office at Culley Court, Orton Southgate, Peterborough, PE2 6WA. Our main trading address is Culley Court, Orton Southgate, Peterborough, PE2 6WA. The Company’s VAT number is GB 489 4843 79.
The Company may be contacted by telephone on 01733 393336 or by e-mail at firstname.lastname@example.org
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Company Carl F Groupco Limited (registered in England and Wales with company number 2277210)
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 15.6.
Contract the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer the person or firm who purchases the Goods from the Company.
Force Majeure Event has the meaning given in clause 14.
Goods the goods (or any part of them) ser out in the Order.
Order the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Company's quotation, through the Site, or overleaf, as the case may be.
Specification any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Company.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract and shall prevail over any other terms or conditions including any customer’s terms or conditions and shall be deemed incorporated in any dealings by the Company with its customers.
2.2 The Customer may place an Order with the Company by:
2.2.1 filling out an enquiry form or requesting a quote and issuing an Order based on the quotation provided by the Company; or
2.2.2 selecting a previously ordered item from their account history.
2.3 Any quotation or estimate given by the Company is an invitation to the Customer to make an offer only and no Order of the Customer placed with the Company in pursuance of a quotation or estimate or otherwise will be binding on the Company unless and until it is accepted by the Company.
2.4 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. Every order placed utilising log-in details and any password allocated to the Customer to enable it to place an Order shall be a binding order on behalf of the Customer notwithstanding that the individual placing the Order has no authority to do so on behalf of the Customer.
2.5 The Order shall only be deemed to be accepted when the Company:
2.5.1 issues a written acceptance of the Order;
2.5.2 commences processing of the Order and/or provision of the Goods; or
2.5.3 notifies the Customer that the Goods are ready;
whichever is the earlier, at which point the Contract shall come into existence.
2.6 The Contract constitutes the entire agreement between the parties. The Customer 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.
2.7 Any purported variation or additions to these conditions in any document of the Customer will be inapplicable unless accepted in writing by the Company.
3. OUR GOODS
3.1 The images of the Goods on the Site are for illustrative purposes only. Although the Company has made every effort to display the colours accurately, the Company cannot guarantee that the display of the colours on the Customer’s computer’s will accurately reflect the colour of the Goods. The Goods may vary slightly from those images.
3.2 Although the Company has made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on the Site will be supplied within the accepted industry tolerance ranges. Specific details of these tolerances are available upon request by emailing email@example.com.
3.3 The packaging of the Goods may vary from that shown on images on our site.
4.1 The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.
4.2 The Customer shall pay the invoice in full and in cleared funds by the last working day of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
4.3 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
5.1 The price of the Goods shall be the price set out in the Order, or, as otherwise agreed between the Company and the Customer at the time of the Order.
5.2 The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
5.2.1 any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
5.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
5.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
5.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
5.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6.1 Carriage shall be by the Company’s external carriers and:
6.1.1 will be paid by the Company on consignments of four hundred pounds (£400.00) net value and over to destinations within the UK mainland.
6.1.2 On all orders of a net value of under four hundred pounds (£400.00) there will be a flat rate charge towards the cost of packaging and carriage. Details available on request.
6.1.3 Customers may collect their goods by prior arrangement in which event a carriage charge will not apply.
6.2 The Company will despatch by timed delivery service or carrier at the Customer’s request and in these instances carriage will be charged irrespective of order value.
7.1 Unless the Customer has notified the Company it wishes to collect the Goods, the Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
7.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
7.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.4 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 Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.5 If the Customer fails to take or accept delivery of the Goods within three Business Days of the Company notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company's failure to comply with its obligations under the Contract:
7.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Company notified the Customer that the Goods were ready; and
7.5.2 the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
7.6 If 10 Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, 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 Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
7.7 The Company may deliver or complete any order in stages or instalments which shall be invoiced and paid for separately and each delivery shall be treated as a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
8. RISK & TITLE
8.1 The risk in respect of all Goods shall pass to the Customer at the time of delivery.
8.2 Title to Goods shall remain vested in the Company (notwithstanding the delivery of the goods and the passing of risk in them to the Customer) until such time as all sums due to the Company from the Customer have been paid in full.
8.3 Until the title to the Goods passes to the customer the following provisions shall apply:
8.3.1 The Company reserves the immediate right at any time of re-possession of any Goods to which it has retained title and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company’s employees and agents to enter at any time upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Company hereunder or otherwise.
8.3.2 The Customer shall:
22.214.171.124 maintain the Goods in satisfactory condition and shall insure the Goods against all usual risks for an amount equal to or greater than the purchase price and hold the proceeds of such insurance on trust for the Company;
126.96.36.199 shall store the goods in a proper manner without charge to the Company and ensure that they are stored separately from all other goods held by the Customer so that they remain clearly identified as belonging to the Company;
188.8.131.52 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
184.108.40.206 give the Company such information relating to the Goods as the Company may require from time to time; and
220.127.116.11 notify the Company immediately if it becomes subject to any of the events listed in clause 12.2;
8.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.2, then, without limiting any other right or remedy the Company may have the Company may at any time:
8.4.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
8.4.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9. WARRANTIES AND DEFECTIVE GOODS
9.1 The Company warrants that on delivery the Goods shall:
9.1.1 be of merchantable quality; and
9.1.2 conform to any Specification agreed by the Company in writing; and
9.1.3 will be within the normal limits of industrial quality products.
9.2 The customer shall:
9.2.1 examine the goods as soon as reasonably practicable after delivery.
9.2.2 immediately notify the Company of any damage, loss or shortage of the goods. Unless the customer notifies the Company within 3 working days after the date of delivery or of the date when the Customer became or ought reasonably to have become aware of such damage, loss or shortage, the Customer will be deemed to have accepted the goods in satisfaction of the corresponding order.
9.2.3 Within 14 days of the Company’s request, return any damaged goods to the Company.
9.3 Provided that the Customer complies with clause 10.2 the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
9.4 The Company shall not be liable for Goods' failure to comply with the warranty set out in clause 10.1 in any of the following events:
9.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 10.2;
9.4.2 the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
9.4.3 the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer;
9.4.4 the Customer alters or repairs such Goods without the written consent of the Company;
9.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
9.4.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.5 Except as provided in this clause 10, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 10.1.
9.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
10. LIMITATION OF LIABILITY
10.1 [We only supply the Goods for internal use by the Customer’s business, and the Customer agrees not to use the Product for any resale purposes.]
10.2 Nothing in these Conditions shall limit or exclude the Company's liability for:
10.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.2.2 fraud or fraudulent misrepresentation;
10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.2.4 defective Goods under the Consumer Protection Act 1987; or
10.2.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
10.3 Subject to clause 11.1:
10.3.1 the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.3.2 the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
10.4 Except as expressly stated in these Conditions, the Company does not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for the Customer’s purposes.
10.5 The Customer acknowledges that in entering into this Contract the Customer does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or any document expressly referred to in them.
10.6 The Customer and Company agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
11.1 If the Customer becomes subject to any of the events listed in clause12.2, the Company may terminate the Contract with immediate effect by giving written notice to the Customer.
11.2 For the purposes of clause 12.1, the relevant events are:
11.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
11.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
11.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
11.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
11.2.5 (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
11.2.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
11.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
11.2.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
11.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2to clause 12.2.8 (inclusive);
11.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
11.2.11 the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
11.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.3 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 12.1, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest.
11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
11.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. UNINCORPORATED DEBTORS
12.1 We advise any unincorporated debtor that we will transfer their details and their account details to our financiers for the purpose of providing their services and for the following purposes:
12.1.1 obtaining credit insurance;
12.1.2 making credit reference agency searches;
12.1.3 credit control assessment and analysis (including credit scoring, market, and product and statistical analysis);
12.1.4 securitisation; and
12.1.5 protecting our interests.
12.2 Details of our financiers and any credit reference agencies used by them will be made available upon request. You are advised to seek legal advice in respect of the above as we can take no responsibility for advising on your compliance.
13. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Companies or subcontractors.
14. OUR RIGHT TO VARY THESE CONDITIONS
14.1 We amend these Conditions from time to time. Please look at the top of this page to see when these Conditions were last updated and which clauses were changed.
14.2 Every time the Customer orders Goods from us, the Conditions in force at the time of the Customer’s order will apply to the Contract between the Customer and the Company.
14.3 The Company may revise these Conditions as they apply to the Customer’s order from time to time to reflect changes in relevant laws and regulatory requirements.If the Company has to revise these Conditions as they apply to the Customer’s order, the Company will contact the Customer to give reasonable advance notice of the changes and let the Customer know how to cancel the Contract if the Customer is not happy with the changes. The Customer may cancel either in respect of all the affected Goods or just the Goods yet to be received. If the Customer opts to cancel, the Customer will have to return any relevant Goods have already been received and the Company will arrange a full refund of the price you have paid, excluding any delivery charges.
15.1 Assignment and other dealings.
15.1.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
15.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
15.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by b fax or e-mail, one Business Day after transmission.
15.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Company.
15.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
15.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).