Selling Terms and Conditions
The terms or expressions below shall have the meaning which is as-cribed to them as follows.
Conditions means the Standard Terms and Conditions of Sale as set out in this document and (unless the context otherwise requires) includes any special Terms and Condi-tions agreed in writing between the Customer and CID Group.
Customer means the person, com-pany or limited liability partnership who accepts a quotation from CID Group for the sale of Goods or whose order for Goods is accepted by CID Group or who purchases Goods from CID Group in accord-ance with these conditions.
Delivery Charge means the charge for carriage or delivery of Goods to the Customer to be paid in addition to the contract price being the sum given in writing on the quota-tion or published price at the date of delivery.
CID Group means the firm of Cutting Import and Distribution trading as CID Group or CID of Unit 30, Low Hall Ind. Est., Leeds LS18 4EF or any successor thereof.
Goods means the goods, machinery, components or other items which CID Group is to supply in accordance with these Conditions.
Writing includes facsimile transmission.
2.1. This agreement is between CID Group and the Customer.
2.2. Any reference in these conditions to any provision of the statute shall be constructed as a reference to that provision as amended re-enacted or extended at the relevant time.
2.3. The headings in these conditions are for convenience only and shall not affect their interpretation.
2.4. The waiver or fail-ure of either party to exercise any right provided for in these conditions shall not be deemed a waiver of that or that of any other right in these Conditions.
3. The Basis of the Sale
3.1. These Conditions apply to all contracts for sale of Goods by CID Group to the Customer to the exclusion of all other Terms and Conditions including any Terms and Conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document.
3.2. Save for anything stated in any written quotation of CID Group which is accepted by the Customer. No variation of these Conditions shall be binding unless in writing between the authorized representatives of the Customer and CID Group.
3.3. All orders for Goods shall be deemed to be an offer by the Customer to purchase the Goods subject to these Conditions.
3.4. CID Group’s employees or agents are not authorized to make any representations concerning the goods unless confirmed by CID Group in writing. In entering into this agreement the customer acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed.
3.5. Acceptance or delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
4. Specifications and fitness for Purpose
4.1. The quality and description of the Goods shall be, where appropriate, those set out in CID Group’s written brochures or in manufacturers pub-lished specifications. No further warranty or description is applied or given by CID Group.
4.2. Where there is a sale by sample.
4.2.1. The bulk of Goods will correspond with the sample in quality provided that the Seller shall have no liability to the Buyer unless more than 5% of the Goods do not so correspond.
4.2.2. The Buyer shall be deemed to have a reasonable opportunity of comparing the bulk of any Consignment of Goods with the sample after 7 days from delivery has expired.
4.2.3. Upon the Buyer having been deemed to have reasonable opportunity of comparing the bulk of any Consignment with the sample the buyer will also be deemed to have notice of any defect rendering the Goods not in accordance with the contract and to have accepted all the Goods so deliv-ered.
4.3. CID Group gives no warranty as to fitness of the Goods for any particular purpose. The Customer must inspect the Goods and satisfy himself that they are fit and suitable for his purpose and have appropriate duty rating and will not, when used in the manner intended by the Customer, cause explosion, fire, spillage or danger to any operative, before entering into this Agreement.
4.4. CID Group will accept no liability for failure to attain any performance figures and speed ratings or similar unless we have specifically guaranteed them in writing. Any specifications, speed ratings formulations or statements as to contents suitability form or otherwise issued and descriptions and samples given by CID Group are offered in good faith but are intended to be approximate only and shall not be deemed to constitute representations.
4.5. Any advice or recommendation given by CID Group, its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by CID Group is followed or acted upon entirely at the Customer’s own risk and accordingly CID Group shall not be responsible for any such advice or recom-mendation which is not so confirmed.
4.6. CID Group reserves the right to make any change in specification of the Goods which is required to comply with any applicable safety or other statutory or European requirement.
4.7. Where goods are assembled or manufactured in accordance with a specification or directions submitted by the Customer, the Customer shall indemnify CID Group against all loss damages costs and expenses ordered against or incurred by CID Group in connection with or paid or agreed by CID Group in settlement of any claim for infringement of any patent copyright design trademark or other industrial or intellectual property rights of any other person which results from CID Group’s use of the Customers specifications or directions.
4.8. Subject as expressly provided in these Conditions all warranty conditions or other terms implied by statute or common law are exclud-ed to the fullest extent permitted by law.
5.1. Where no price is quoted by CID Group the contract price shall be CID Group’s published price at the date of delivery.
5.2. Where CID Group quote in writing a price for any item of Goods that price shall be binding for a period of 30 days unless specifically extended in writing by CID Group save the price may be increased by CID Group to take account of any of the following:
- An increase in the price of the item to CID Group.
- An increase in the costs of raw materials used in the Goods.
- An increase in the costs of transport.
- Fluctuations in Foreign Exchange Rate Taxes or Duties
- Any other unforeseen costs or expenses to CID Group.
5.3. In addition to the contract price the Customer will pay the Delivery Charge.
5.4. All prices quoted shall be subject to VAT and the rate at the date of the VAT invoice.
6. Payment Terms
6.1. Unless the Customer has an approved credit account with CID Group all Goods must be paid for on or before delivery. If the Customer wishes to open a credit ac-count with CID Group a completed credit account application form must be submitted for considera-tion by CID Group. All parts of the form are to be completed. CID Group may give credit entirely at its discretion and may refuse or withdraw credit without specifying any reason.
6.2. If CID Group has approved credit unless otherwise agreed in writing, CID Group shall be entitled to invoice the Custom-er for the price of the goods on or at any time after delivery of the Goods and the Customer shall pay the price of Goods without deduction by way of set off or otherwise within 30 days from the date of the end of the month in which the Goods are supplied. The time for payment of the Goods shall be of the essence of the contract.
6.3. If the Customer fails to make payment on the due date then without prejudice to any of the right or remedy available to CID Group then:
6.3.1. CID Group shall be entitled to:
i) Cancel the contract or suspend any further deliveries to the Customer.
ii) Appropriate any payment made by the Customer to such of the Goods (or the Goods specified under any other con-tract between CID Group and the Customer) as CID Group may think fit (not withstanding any pur-ported appropriation by the Customer).
iii) Charge the Customer interest on the amount unpaid at a rate of 4% per annum above Yorkshire Bank base rate from time to time or the rate specified by the Late Payment of Commercial Debts (Interest Act) 1998 whichever shall be the higher.
iv) Claim reasonable compensation for debt recovery costs as specified in the Late Payment of Commercial Debts Regulations 2002.
6.3.2. The Customer will be liable for any costs and expenses in-curred in enforcing any clause of this agreement.
6.3.3. The Customer will be liable to pay for all Goods delivered by CID Group and any credit terms will be withdrawn.
7. Claim for Defect
7.1. The Customer shall inspect the Goods on delivery and shall within three days of delivery notify CID Group in writing of any alleged defect, shortage in quantity, damage or failure to comply with description or sample (save where such defect is not reasonably ap-parent from an initial inspection or testing). If the Customer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any de-fect or damage which will be apparent on a reasonable inspection of the Goods and the Customer shall be deemed to have accepted the Goods.
7.2. The Customer shall notify in writing to CID Group of any non-delivery of the whole consignment within 14 days of the date of dispatch as stated on the in-voice. Notwithstanding, a receipt signed by or on behalf of the Customer a signature on a carriers de-livery advice sheet shall be deemed to signify a receipt of the quantity of Goods indicated whether or not the signature is of a person who had actual authority to sign for the Goods.
7.3. With regard to any alleged Defect that is not apparent upon inspection or reasonable testing the Customer will give CID Group reasonable time and opportunity to inspect, test and rectify and if necessary replace the Goods.
7.4. The Customer is not entitled to reject the Goods and claim liquidated damages or call for inspection, repair or testing of the Goods by CID Group unless the Customer has used the Goods is a proper manner and strictly in accordance with the manufacturers or CID Group’s handbook instruc-tions or guidelines.
7.5. If any defect after delivery occurs as a result of some faulty design materi-als or workmanship then provided the above has been strictly adhered to CID Group will make good by repair or supply of a replacement to any such defect.
7.6. CID Group will not be liable for any de-fect notified after the period of the Manufacturers warranty has expired or where no such warranty exists after a period of six months from the date of delivery of new Goods or 3 months from the date of delivery of used or demonstration goods.
8. Retention of Title
8.1. Goods supplied by CID Group shall be held at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf and the Cus-tomer should therefore be insured accordingly.
8.2. Property in Goods supplied hereunder will pass to the Customer when:
a)The Goods the subject of this contract; and
b) All other Goods the subject of any other contract between CID Group and the Customer which, at the time of payment but not paid in full, have to be paid for in full.
8.3. Until further payment has been received by CID Group, the Customer shall hold the Goods in a fiduciary capacity for CID Group in a manner which enables them to be identified as the Goods of CID Group and the Customer shall immediately return the Goods to CID Group should its authorised rep-resentative so request. All the normal incidents associated with a fiduciary relationship shall ap-ply.
8.4. The Customer’s right to possession of the Goods shall cease if he does anything or fails to do anything which would entitle an administrator or administrative receiver to take to take possession of any assets or would entitle any person to present a petition for winding-up.
8.5 The Customer grants CID Group an irrevocable licence to enter at any time any vehicles or premises owned or occu-pied by the Customer or in its possession for the purpose of repossession and removing any such Goods the property in which has remained in CID Group under paragraph 2 hereof. CID Group shall not be responsible for and the Customer will indemnify CID Group against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damaged it was not rea-sonably practicable to avoid.
8.6. The Customer must ensure that if Goods are or become affixed to any land or building they shall be capable of being removed without material injury to such land or building and to take all the necessary steps to prevent title to the Goods from passing to the landlord of such land or building. The Customer warrants to report and make good any damage caused by the affixation of the Goods to or their removal from any land or building and to indemnify CID Group against all loss damage or liability it may incur or sustain as a result of such affixation or remov-al.
8.7. Notwithstanding paragraph 3 hereof, the Customer shall be permitted to sell the Goods to third parties in the normal course of business. In this respect the Customer shall act in the capacity of a Commission Agent and the proceeds of any such sale shall be held in trust for CID Group in a manner which enables proceeds to be identified as such. CID Group as principal shall renumerate the Custom-er as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the sum, stipulated under the original contract of supply, which will satisfy the principal.
8.8. The Customer is licensed by CID Group to process the said Goods but in so doing confirms a bailment relationship with CID Group. The new product or products or any chattel created shall be separately stored and marked so as to be identifiable as the property of CID Group as bail-or.
8.9. If any of the material supplied is incorporated in or used as material for other Goods be-fore payment, the property of the whole of such Goods shall be and remain with CID Group until such payment has been made. Any sale of such Goods shall take place upon commission agency terms. CID Group as principal shall renumerate the Customer as Commission Agent a commission depending up-on the surplus which the Commission Agent can obtain over and above the price which will satisfy the principal.
9.1. CID Group shall be entitled to deliver the Goods by instalments and where Goods are delivered by instalments each instalment shall be treated as a separate con-tract.
9.2. Each instalment shall be paid for in accordance with clause 6 hereof. All payments should be made on the due date as a condition precedent of further deliveries.
9.3. The failure of CID Group to deliver Goods to the Customer shall not entitle the Customer to repudiate the Contract un-less clause 11 shall apply to each failure.
9.4. Where Goods are delivered by instalment any defects in any one instalment shall not be sufficient grounds for the Customer to refuse to accept delivery of remaining instalments.
10.1. Delivery shall be at the destination stipulated by the Customer in the order. The risk in (but not title to) the Goods passes from CID Group to the Customer when the Goods are delivered.
10.2. The mode of delivery shall be at CID Group’s discretion.
10.3. Any dates for delivery of any Goods are approximate only and CID Group shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previ-ously agreed by CID Group in writing. The Goods may be delivered by CID Group in advance of the quoted delivery date upon giving reasonable notice to the Customer.
10.4. If the Customer shall refuse to accept delivery then CID Group shall advise in writing that the Goods were delivered but de-livery was refused whereupon delivery will be deemed to have taken place for the purposes of this agreement.
11. Terms of Limitation and Liability
11.1. Subject to clause 7 hereof the following provisions set out CID Group’s entire liability (including any liability for the act and omissions of its employees agents and sub-contractors) to the Customer in respect of: any breach of its contractual obligations of this agreement, or any representation statement or tortuous act or omission includ-ing negligence arising under or in connection with this agreement AND THE CUSTOMER’S ATTEN-TION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 11.
11.2. Any act or omis-sion on the part of CID Group or its employees agents or sub-contractors falling within clause 11.1 above shall for the purposes of this clause 11 be known as an “Event of Default”.
11.3. CID Group’s liability to the Customer for death or injury resulting from its own or that of its employees’ agents’ or sub-contractors’ negligence shall not be limited.
11.4. Subject to the limits set out in 11.5.1 CID Group shall accept liability to the Customer in respect of damage to the tangible proper-ty of the Customer resulting from the negligence of CID Group or its employees agents or sub-contractors.
11.5. Subject to the provisions of clause 11.3 CID Group’s entire liability in respect or in the event of default should be limited to damages of an amount equal to:
11.5.1. In the case of an event of default falling within clause 11.4 above and for which CID Group has insurance cover under which a claim can be made the sum of two million pounds (2,000,000).
11.5.2. In the case of any other event of default or where a claim cannot be made under claim 11.5.1 an amount equal to the price paid for the Goods.
11.6. Subject to clause 11.3 above CID Group shall not be liable to the Customer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Cus-tomer as a result of an action brought by a third party) even if such loss was reasonable foreseea-ble or CID Group had been advised of the possibility of the Customer incurring the same.
11.7. The Customer hereby agrees to afford CID Group no less than 30 days (following notification thereof by the Customer) in which a remedy any Event of Default hereunder.
11.8. Except in the case of an Event of Default arising under clause 12.3 below CID Group shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon CID Group within twelve months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become aware.
11.9. Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
12. Force Majeure
12.1. Neither party shall be liable to the other for any failure to perform its obligations under this contract because of a matter beyond that party’s rea-sonable control, including but not limited to exceptionally severe weather, fire, war, civil disorder, industrial disputes (whether of not involving that party’s employees) or acts of local or central gov-ernment or other competent authorities or even events beyond the reasonable control of that party’s suppliers (“an Event of Force Majeure”).
12.2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
12.3. Any fault to any Event of Force Majeure shall continue for more than 28 days then a party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in re-spect of the termination of this agreement as a result of an Event of Force Majeure.
13.1. If the Customer shall:
a) fail to perform any of its contrac-tual obligations hereunder.
b) fail to make payment on a due date for payment.
c) commit an act of bankruptcy or a receiver is appointed over its business undertaking or assets or has en-tered into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent limited company).
d) Cease to trade or threaten to cease to trade.
e) Have exceeded its credit limit with CID Group.
f) Or CID Group has any reason to have serious doubts as to the Customer’s insolvency. Then CID Group shall be entitled without no-tice and without prejudice to its other remedies in the Conditions to suspend or cancel the further performance of this Contract and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. Legal Construction
14.1. This Contract is subject to the Laws of England and Wales and all disputes arising out of this Contract, subject to exclusive jurisdiction of the courts of England and Wales.
14.2. 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 of-fice or principle place of business or such other address as may at the relevant time have been no-tified pursuant to this provision to the party giving them notice.
14.3. If any provisions of these Conditions is held by an authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be effected thereby.