1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: The person, firm or company who purchases the Goods
from the Company.
Company: County Safety Services Limited (‘CSS Worksafe’).
Contract: Any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Conditions: These Terms and Conditions of Sale.
Delivery Point: The place where delivery of the Goods is to take place under condition 4.
Goods: Any goods (and any ancillary installation services relating to any such goods) agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 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.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these Conditions.
2.1 Subject to any variation under condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyers purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Companys sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Companys liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3.1 The quantity and description of the Goods shall be as set out in the Companys quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Companys catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 The Company only delivers within the United Kingdom, unless otherwise agreed between the Buyer and the Company’s export department , who will advise the Buyer regarding any and all terms and conditions and the delivery charges applicable to export orders.
4.2 Unless otherwise agreed in writing by the Company, and without prejudice to Condition 4.1, delivery of the Goods shall take place at the Buyer’s place of business. All carriage charges, including, without limitation, all costs in relation to transport, insurance and unloading, shall be borne by the Buyer.
4.3 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 by notice. If no dates are so specified, delivery shall be within a reasonable time. Should expedited delivery be agreed, the Company reserves the right to levy an extra delivery charge.
4.4 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Companys negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods,
or the Company is unable to deliver the Goods on time because the Buyer has
not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Companys negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance);or
(d) sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale of the Goods), charge the Buyer for any shortfall below the price for the Goods.
4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4.7 If delivery involves difficult access to or at the Delivery Point and/or the Delivery Point is located at an unreasonable distance from any feasible vehicular access point, the Company reserves the right to levy an extra delivery charge.
4.8 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.9 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract
4.10 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.11 Goods returned other than in accordance with the provisions of Condition 9 may only be exchanged, refunded or credited if they are returned in the condition in which they were received, are received by the Company within 30 days of the date of invoice and are accompanied by the Buyer’s copy of the original delivery note, on which the Buyer must indicate which Goods have been returned and for what reason. The Company reserves the right to charge a 15% handling fee against any Goods returned in accordance with the provisions of this Condition 4.11. The cost of returning any Goods that the Company is unable to exchange, refund or credit because their return does not conform to this Condition 4.11 shall be charged to the Buyer at the Company’s usual carriage rates.
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Companys place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Companys negligence) unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has
received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Companys bailee;
(b) 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 Companys property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Companys 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.
6.4 The Buyer may resell the Goods before ownership has passed to it solely
on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyers business at full market value; and
(b) any such sale shall be a sale of the Companys property on the Buyers own behalf and the Buyer shall deal as principal when making such a sale; and
(c) the proceeds of any such sale shall be held by the Buyer as the Company’s bailee and in a fiduciary capacity.
6.5 The Buyers right to possession of the Goods shall terminate immediately
(a) the Buyer is presented with a bankruptcy petition or has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution distress or diligence, 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 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or a secured lender to the Buyer takes any steps to obtain possession of the secured property or otherwise enforce its security or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 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 or otherwise located, but in any event, and without limitation, hereby undertakes to secure access at any time to any such premises for the Company, its agents and employees in order to inspect the Goods, or, where the Buyers right to possession has terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyers 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.
6.9 On termination of the Contract, howsoever caused, the Companys (but not the Buyers) rights contained in this Condition 6 shall remain in effect.
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Companys price list published on the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
8.1 Subject to Condition 8.4, and provided that the Company has granted credit facilities to the Buyer pursuant to this Condition 8.1, payment of the price for the Goods shall be due in pounds sterling on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered. Credit facilities may be granted to Buyers who complete the Company’s credit account application form and who satisfy the Company’s credit account criteria as determined from time to time. Where credit account facilities are granted to the Buyer by the Company, the Company reserves the right to reduce or withdraw them at any time without having to give any reason for doing so; in such a case, any outstanding invoice, or part thereof, becomes due and payable immediately to the extent that it is not covered by the Buyer’s remaining credit limit with the Company (if any). If the Buyer has not been granted credit facilities pursuant to this Condition 8.1, or such credit facilities have been accordingly withdrawn or reduced (and, if reduced, the Buyer’s remaining credit limit does not cover the price for the Goods), the Company shall not deliver any Goods to the Buyer until the price for the Goods has been paid.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds. In the event that the Buyer tenders payment by cheque and said cheque is returned unpaid to the Company, the Buyer shall reimburse the Company for any bank charges incurred by the Company.
8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8 % above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Buyer shall reimburse the Company for any and all costs incurred by the Company in recovering payment pursuant to this Condition 8.
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these conditions)
on delivery the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) if the Buyer has made it expressly known to the Company in the Buyer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in the acknowledgment of order that it will supply Goods suitable for that purpose, then the Goods shall be reasonably fit for the purpose so stated.
9.3 The Company shall not be liable for a breach of any of the warranties in
Condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Company, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Companys place of business at the Companys cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any of the warranties in
Condition 9.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company; or
(d) the price for the Goods has not been paid by the time for payment stipulated in Condition 8.1; or
(e) the defect is of a type specifically excluded by the Company by notice in writing.
9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Companys expense, return the Goods or the part of such Goods which is defective to the Company. The Company shall, if it opts to replace the defective Goods, then deliver replacement Goods to the Buyer at the Delivery Point (at the Company’s expense), and ownership of the defective Goods shall, if it has vested in the Buyer, re-vest in the Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability
for a breach of any of the warranties in condition 9.2 in respect of such Goods.
10.1 Subject to Condition 4, Condition 5 and Condition 9, the following provisions
set out the entire financial liability of the Company (including any liability
for the acts or omissions of its employees, agents and sub-contractors) to the
Buyer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Companys negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to Condition 10.2 and Condition 10.3:
(a) the Companys total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.1 The Company may, (without prejudice to any other rights or remedies it may have against the Buyer) exercise any remedy available to it up to and including termination of the Contract, including, without limitation, stopping any of the Goods in transit or suspending any further delivery of the Goods, if:
11.1.1 the Buyer is in breach of any Condition which is incapable of remedy; or
11.1.2 the Buyer is in breach of any Condition which is capable of remedy, but fails to remedy such breach within 14 days of receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
11.1.3 any one or more of the events set forth in Condition 6.5 occurs.
11.2 Notwithstanding any such termination, stoppage or suspension in accordance with Condition 11.1 above, the Buyer shall remain liable to pay and shall pay the Company at the Contract rate, any and all payments subsisting at the relevant time.
12.1 The Buyer shall comply at all times with any and all written instructions and guidelines as are issued from time to time with the Goods and which relate to storage and/or use of the Goods. The Buyer shall ensure that its employees and/or any third party users of the Goods are referred to such instructions and guidelines.
12.2 The Buyer shall ensure that any person responsible for storage of the Goods and/or any user of the Goods has, or is promptly provided with, any and all relevant health and safety information. Without limitation, the Company shall have no liability to the Buyer with respect to any breach of any instructions and/or guidelines referred to in 12.1 above, nor with respect to any breach of any applicable health and safety legislation, any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time, nor with respect to any breach of any directive, regulation, order or other instrument relating to health and safety, insofar as such exclusion of liability is permitted by law.
12.3 The Buyer shall promptly notify the Company of any and all complaints received by the Buyer regarding the Goods and shall promptly comply with any and all directions of the Company issued in response thereto.
12.4 The Company may, in its sole discretion and at any time, recall the Goods. In these circumstances, the price for the Goods will be refunded or credited or the Goods will be replaced by the Company, at the Company’s option. The Company may similarly issue any written or other form of notification to the Buyer relating to the use of the Goods. In either event, the Buyer agrees to provide the Company with their prompt and full co-operation including, without limitation, providing the Company, (and/or, at the Company’s request, any manufacturer of the Goods) with any assistance reasonably required in defending and/or resisting any claim related to any recall of the Goods.
12.5 Without prejudice to anything in Condition 12.2 or in any other Condition, the Company shall not be liable to the Buyer with respect to any claim of the Buyer against the Company, including for any liability incurred by the Buyer or for any claim against the Buyer, arising out of or connected to any failure by the Buyer to fulfill any obligation of the Buyer set forth in this Condition or any similar or analogous obligation. Without limitation, the Buyer agrees to fully indemnify the Company against any and all claims against the Company arising out of or connected to any such failure, regardless of whether any liability has also been incurred (or may be incurred) by, or any claim has also been made (or may be made) against, the Buyer.
13.1 The Company may assign the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign the Contract or any part of
it without the prior written consent of the Company.
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either partys workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
15.2 The Company and the Buyer shall each keep confidential any and all information which has been expressed to be confidential or could reasonably be supposed to be confidential and which has been obtained or disclosed as a result of the relationship of the respective parties under the Contract
15.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
16.1 All communications between the parties about the Contract shall be in
writing and delivered by hand or sent by pre-paid first class post or sent by
(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
16.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
Communications addressed to the Company shall be marked for the attention of Mr. Michael Luke.
17.1 No part of any CSS Worksafe publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.
17.2 Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.
County Safety Services Ltd T/A CSS Worksafe. Buntsford Park Road, Bromsgrove B60 3DX. Registered in England No.2879117. Established 1993.