1. Interpretation

In these conditions:"Customer" means the person, firm or company so described in the order.

"Conditions" means the standard terms and conditions set out in this document and (unless the context requires otherwise) includes any special terms and conditions agreed in writing between the Customer and the Company.

"Contract" means the contract for the sale and purchase of Goods or the supply of services.

"Delivery Address" means the address stated on the order.

"Goods" means the goods or services referred to in an order placed by the Customer and where the context required means part only of such order.

"Company" means Cambridge Shelving Ltd.

2. Basis of the contract

2.1 The Contract shall only become effective when any order placed by the Customer is accepted by the Company. Every order placed must identify the Customer's purchase order number without which it cannot be accepted.

2.2 These conditions shall apply to the Contract to the exclusion of any other terms and conditions on which the order is made or purported to be made.
2.3 Any order will lapse unconditionally unless accepted by the Company within 14 days of its date.

2.4 No variation to the order or these conditions shall be binding unless agreed in writing.

3. Specifications

3.1 The quantity, quality and description of the Goods shall be as specified in the order and/or in any applicable specification supplied by the Customer and in the absence of any particular specification, for example as to the finished size, the Company accepts no responsibility.

3.2 Any change in the specification shall require the agreement of both parties and may involve an adjustment in the price.

4. Price

The price of the Goods shall be as stated in the order and, unless otherwise so stated, shall be inclusive of any applicable value added tax (or equivalent) which shall be payable by the Customer.

5. Terms of Payment

5.1 The Company shall invoice the Customer prior to the delivery of the Goods and each invoice shall state the Customer's order number as provided under condition 2.1.

5.2 Unless otherwise agreed, the Customer shall pay for the Goods in full and a proper vat invoice will be produced on receipt of payment.      
5.3 The Customer shall pay interest on all sums overdue at the rate of 4% per annum over the base rate for the time being of Nat West Bank such interest being calculated from the date when payment became due until payment is actually made whether before or after any court judgment.

6. Delivery

6.1 The Goods shall be delivered to the Delivery Address on the date or within the period stated in the order.

6.2 Where the date for delivery is not specified at the time of the order, the Customer shall give reasonable written notice of the proposed date for delivery.

6.3 The time of delivery is not of the essence.

6.4 The Customer shall be deemed to have accepted the whole of the Goods unless the Company is notified of any defects within 7 days of delivery in which respect time shall be of the essence.

6.5 Where notification of defects is given in accordance with 6.4 the Customer will afford the Company reasonable opportunity to inspect and investigate such claims and shall if so requested immediately return the Goods the subject of the claims to the Company.

6.6 Where notification of the defect is given in accordance with 6.4 the Company shall either replace the Goods with Goods of satisfactory quality or (at its option) shall credit the Customer with the price.

6.7 The Company shall have no liability to the Customer with regard to any claim in respect of which the Customer has not complied with the provisions of this condition.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods passes to the Customer on delivery in accordance with the Contract.

7.2 The property in the Goods passes to the Customer upon payment in full. Until payment has been made in full the Customer will ensure the Goods are clearly marked as the property of the Company accordance with the Customer's instructions and will store the Goods in such a way as to be readily identifiable from other goods.

7.3 Where payment for the Goods has not been made by the due date the Company shall (without prejudice to any other remedy) be entitled (but not required) to take possession of the Goods and shall be entitled to enter onto the Customer's premises during normal business hours for such purpose.

8. Warranties and liability

8.1 The Company warrants to the Customer that the Goods:

8.1.1 will be of satisfactory quality;

8.1.2 will be free from defects in design, materials and workmanship;

8.1.3 will correspond with the specification to the extent that current reproductive techniques permit.

8.2 Without prejudice to any other remedy, if any of the Goods are not supplied in accordance with the Contract, the Company shall be entitled to replace those Goods or to credit the Customer with the price of them.

8.3 The Company shall indemnify the Customer against all liability and financial losses awarded against or incurred by the Customer as a result of or in connection with any breach of warranty given by the Company provided that the total liability of the Company shall in no circumstances exceed the price of the Goods.

8.4 Neither the Company nor the Customer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Contract, if the delay or failure was beyond that party's reasonable control. Without prejudice to the generalilty of the foregoing, the following shall be regarded as causes beyond ither party's reasonable control:

8.4.1 Act of God, explosion, flood, tempest, fire or accident;

8.4.2 War or threat of sabotage, insurrection, civil disturbance or requisition;

8.4.3 Acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary of local authority.
9. Cancellation

The Contract may only be cancelled by written agreement between the parties.

10. General

10.1 The Contract is personal to the parties and may not be assigned to any other party.

10.2 Any notice required or permitted to be given by one party to the other shall be addressed in writing to the other at its registered office, principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.

10.3 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.4 If any provision of these conditions is held by any competent 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 provision in question shall not be affected.

10.5 The Contract shall be governed by the laws of England.

Company Registration No: 05671572

VAT No GB 109275906


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