Terms & Conditions
TERMS & CONDITIONS FOR THE SUPPLY OF GOODS AND ASSOCIATED SERVICES BY CEMBLEND LTD PAYMENT 30 DAYS FROM DATE OF INVOICE. Waiting Time will be charged at £80 per hour. Daywork is to be agreed upon in advance and will be charged at negotiated rates with prior agreement. Loads cancelled or amended with less than 12 hours’ notice could result in a charge of up to £800 charge per load; Loads cancelled or amended with less than 24 hours’ notice could result in a charge of up to £400 charge per load All deliveries quoted to be made during standard working hours and agreed AM/PM windows. Timed deliveries may be charged at a premium to standard quoted rates
1. (a) In these conditions, “the Company” means CEMBLEND Ltd and “the Customer” means the individual, firm, company or other parties with whom the Company contracts. “Supply” includes (but is not limited to) any supply under the contract of sale.
(b) No order in pursuance of any quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company. Any contract made between the Company and the Customer (herein called “the Contract”) shall be subject to these conditions and save as aer mentioned no representative or agent of the Company has the authority to agree on any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Company only if in wring and signed by a director.
(c) Unless otherwise agreed in wring by a director of the Company these conditions shall override any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negations.
(d) Any description contained in the Company’s catalogues, samples, price lists or other advertising material is intended merely to present a general picture of the goods or services supplied by the Company and shall not form a representation or be part of the Contract. Unless expressly agreed in wring by the Company no sale shall be a sale by sample and the goods sold may not correspond with any sample supplied to the Customer.
(e) In the event that the Company has not given a written acknowledgement of the Customer’s order these conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract. (f) The Company reserves the right to correct any clerical or typographical errors made by its employees at any me.
2. The Customer warrants that it will pass on to all third pares to whom it may supply the goods all information as to the use and safe handling of the goods as may have been passed onto the Customer by the Company.
3. (a) Subject to any agreement to the contrary the Company’s quotations are provisional and may be altered and to take account of any changes taking place between the date of quotation and the Company’s acceptance of the Customer’s order in the price of raw materials, rates of wages and other costs or in the Customer’s instructions or in the event that the Customer orders part only of the quantity referred to in any quotation.
(b) The Company shall be entitled to increase its prices at any me to take account of any increase in the cost to the Company of purchasing any goods or materials or working on or supplying any goods or services (including any such increase arising from any error or inadequacy in any instructions provided by the Customer or any modification carried out by the Company at the Customer’s request) and such increased prices ruling at the date of despatch by the Company shall be substituted for the previous Contract price. All prices quoted are exclusive of VAT and the Customer shall pay any and all taxes dues and other government charges payable in respect of the goods and services.
(c) Unless otherwise agreed in wring the Contract price only includes delivery during the normal working hours and normal working days of the Company. All deliveries made at the Customer’s request (subject to the Company’s agreement) on Public holidays, Sundays or Saturdays outside normal working hours will be subject to an additional charge.
(d) The Company reserves the right to make an additional charge
(i) if the supply of goods is requested by the Customer in quantities of less than a full load.
(ii) if for any reason (other than the default of the Company or its servants or agents) the delivery vehicle is unable to discharge its load within 15 minutes of arrival at the delivery point. Details of such charges are available upon request.
(e) The contract price is based upon safe and easy access for laden vehicles of the Company or its agents and, where, in the reasonable opinion of the Company, such access is not provided, the Customer shall be liable for any extra charges incurred by the Company.
4. (a) Unless otherwise agreed in wring by the Company the Customer will take delivery of the goods at the nearest convenient unloading point to the Customer’s premises or appropriate site and the Customer shall be responsible for notifying the Company of any restriction of access such as weight, width, height or unloading hours. If at the Customer’s request, the Company agrees to deliver the goods to a point off the public road the Customer will indemnify the Company against all losses, costs, expenses, actions and claims incurred by the Company arising from delivery at that point or as a result thereof including, but not limited to, damage to vehicles, kerbs, pipes, manholes or any other property. The Customer will give the Company all necessary instructions and approvals for delivery within seven days of nonfiction that the goods are ready for delivery. Offloading will be at the Customer’s risk and the Customer will give proper assistance to the driver of the delivery lorry in unloading the goods.
(b) The risk in goods which the Company agrees to supply shall, subject to any agreement in wring by the Company, pass to the Customer on the relevant date as defined in subparagraph
5(a) hereof or the date (if earlier) on which, the goods are being ready for delivery, delivery is postponed at the Customer’s request.
(b) The Company shall not be liable for any loss or damage sustained by any goods le with the Company howsoever caused and whether or not attributable to negligence on the part of the Company or negligence or wilful default on the part of any servant or agent of the Company.
(c) Should the Company be delayed in or prevented from supplying the goods or services due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of goods, breakdown of machinery, shortage of labour or of raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company, the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising therefrom.
(d) While the Company will endeavour to supply the goods or services by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any failure to supply by such a date or within such a period. Moreover, the Company shall be entitled to defer supply until any monies due from the Customer have been received.
6. (a) For the purposes of this paragraph the goods shall mean the whole or any instalment of the goods which the Company has agreed to supply or to which the Company has agreed to carry out work and the relevant date shall be the date on which
(i) the Company despatches the goods or
(ii) the Customer takes delivery of the goods at the Company’s premises or (iii) the Customer defaults in his obligation under sub-paragraph
7(a) hereof whichever shall first occur or
(iv) (in the case of services) the services or any part thereof are completed.
(b) Unless otherwise specified in wring by the Company payment shall be made by the Customer net cash not later than 30 days after the relevant date. Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company, interest will be payable on all overdue accounts at a Bank base rate plus 4% and for the purpose of paragraph 6 hereof the full purchase price of the goods or services shall include any interest payable hereunder.
8. (a) If the Customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have an administrative receiver or administrator appointed or shall pass a resolution for winding up or a Court shall make any order to that effect or if there shall be any breach by the Customer of any of the terms and conditions hereof the Company may defer or cancel any further deliveries and treat the Contract as determined but without prejudice to its right to the full purchase price for goods and services supplied and damages for any loss suffered in consequence of such determination.
(b) Cancellation by the Customer will only be accepted at the discretion of the Company and in any case on the condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss and damage resulting to the Company by reason of such cancellation will be paid by the Customer to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in wring.
(c) A charge will be made for any costs incurred by the Company due to the suspension or deferment of any order by the Customer or in the event that the Customer defaults in collecting or giving instructions for the delivery of any goods.
9. (a) No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Customer shall have given to the Company written notice of such damage, shortage or loss with reasonable particulars thereof within 3 days of receipt of goods or (in the case of total loss) of receipt of the invoice or other nonfiction of despatch. The Company shall have no liability in respect of damage, shortage, or loss occurring while the goods are in the custody of an independent carrier. In any other case, the Company’s liability, if any, shall be limited to replacing such goods or (at its discretion) crediting the Customer with the Contract price thereof and it shall be a condition precedent to any such liability that the Customer shall if so requested have provided authority for the Company to inspect damaged goods within 14 days of such request. The Company shall have no liability for consequential loss arising out of such damage shortage or loss as aforesaid.
(b) Save as otherwise provided in these conditions the Company shall have no liability in respect of the state, condition or composition of the goods.
(c) The Customer must satisfy itself that the goods are suitable for their required purpose and the Company gives no warranty that the goods are suitable for their required purpose.
(d) In the event that any goods are delivered that either do not comply with any agreed specification or other description or representation or which are defective by reason of any error or failure in any work done by the Company (any such goods being hereafter referred to as “faulty goods”) the Company’s liability is limited to replacing or (in its discretion) crediting the Customer with the purchase price of goods which within 1 month of delivery to the Customer are found to be faulty goods PROVIDED THAT the Customer shall inspect all goods at the time of delivery and by accepting delivery shall be deemed to accept that the goods are not faulty in any way which such inspection ought to reveal. Conditions precedent to the Company’s liability hereunder shall be that as soon as reasonably practicable the Customer shall have given to the Company reasonable notice of the respects in which the goods are faulty and shall have provided authority for the Company’s servants or agents to inspect them. The Company shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Customer arising from or in connection with the faulty goods.
(e) Where the Company agrees to repair or replace goods in accordance with the foregoing provisions of this paragraph any me specified for delivery under the Contract shall be extended for such period as the Company may reasonably require.
(f) Save for such terms as may be implied in the Contract by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Service Act 1982, all conditions, warranties and other terms express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in wring PROVIDED that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph and the provisions of paragraph 10 will not apply to any such term. 8. No right of set-off shall exist in respect of any claims by the Customer against the Company unless such claims are agreed by the Company in wring and the Customer shall not withhold any part of any payment which has become due to the Company for goods or services.
10. The following provisions shall apply to all Contracts under which the Company agrees to provide silo or similar storage services and/or equipment.
(i)Payment shall be made at the contract rate per week or part week as agreed and the Customer shall in all cases sign a conveyance note in respect of each vehicle at the time of loading.
(ii) in the event that the loading me in respect of any vehicle exceeds 15 minutes the Company shall be entitled to make an additional charge based on its current daywork rates. 10. In the case of any Contract to which either paragraph 7 or 8 applies the Company shall indemnify the Customer in respect of direct damage to his property caused by any negligence on the part of the Company or negligence or wilful default on the part of any driver in the employment of the Company in the carrying out of the service PROVIDED THAT the Company’s liability hereunder shall not exceed the total price payable under the Contract. Save as aforesaid or as otherwise provided in these conditions the Company shall have no liability in respect of any direct or consequential loss or damage sustained by the Customer arising from or in connection with any default or failure in the performance of the Contract.
11. Save as hereinbefore provided and subject to the provisions of section 2 (I) of the Unfair Contract Terms Act 1977 the Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or wilful default on the part of its servants or agents in or in connection with the supply of any goods or the design or manufacture thereof or in the carrying out of any work or the provision of any information.
12. The proper law of all contracts with the Company shall be English Law which shall govern in all respects the construction and effect of such contracts and these conditions. The Customer agrees that in the event of any dispute arising out of the Contract or the performance thereof, he will submit to the jurisdiction of the English Courts.
13. This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.