1.1. "the Company" is
Cotswold Dairy Equipment Company Ltd.
1.2. "the Conditions"
means these terms and conditions of sale, and "Condition" shall be
1.3. "the Purchaser"
is the individual, company, or firm with whom the Company contracts
or does business.
1.4. "Goods" means
those goods sold by the Company to the Purchaser.
1.5. "the Price" is
the price for the Goods determined in accordance with clause 8.
Address" means the address to which the Company is instructed to
deliver the Goods by the Purchaser, or, failing such an
instruction, the principal place of business or registered office
of the Purchaser.
1.7. "writing" will
include other written or non-verbal means of communication such as
facsimile, e-mail, text or comparable means of
Any reference in
these Conditions to any provision of a statute shall be construed
as a reference to that provision as amended or extended or
re-enacted at any later time.
2.1. In the event of
the Purchaser's quotation or order containing conditions at
variance with these Conditions, they will have no effect and only
these Conditions shall apply.
2.2. No variation to
these Conditions shall be binding unless agreed in writing between
authorised representatives of the Purchaser and the
3.1. The Company will
try to deliver the Goods as soon as possible, but will incur no
liability of any description arising from any delay in delivery and
time of delivery shall not be of the essence of the
3.2. Should the
Company attempt to deliver the Goods to the Purchaser and the
Purchaser fails to accept delivery then without prejudice to any
other rights or remedies the Company may have, the Purchaser shall
be liable to pay all and any costs incurred by the Company arising
from non-delivery, including by way of example: additional
transport costs and storage charges.
3.3. The Company is
not liable for any loss or damage caused by:
of the Goods by the Purchaser, its agents or servants, if the Goods
are collected by the Purchaser; or
Unloading of the Goods if the Goods are delivered by
the Company or its carrier;
and any loss or
damage occurring after collection or delivery - as the case may
3.4 Orders may be
subject to a minimum delivery charge or minimum order
3.5 The Company may
make deliveries by instalments.
If the Company is
delayed or prevented from discharging any of its obligations
hereunder by any circumstances whatsoever outside its complete
control, further performance of the contract shall either be
suspended for so long as the Company is prevented, or, at its
option - cancelled, in which case the Company shall not be deemed
to be in breach of the contract and shall not be liable for any
loss or damage of any kind whether direct, indirect or
consequential arising out of or connected with the suspension or
cancellation of the contract. Upon cancellation of the contract,
any monies paid in advance for the Goods will be refunded in full
to the Purchaser.
5.1 Title to the
Goods shall not pass to the Purchaser until all monies owed to the
Company by the Purchaser on any account have been received by the
Company in cleared funds.
5.2 In the case of
non-payment on the due date or termination under the provisions of
condition 13 (whichever is the earlier), the Company shall be
entitled to, and may at any time for the purpose of recovery, enter
any premises where they are stored or where they might reasonably
be thought to be stored and repossess the Goods.
5.3 The Purchaser
shall not be entitled to pledge, charge by way of security, or
otherwise encumber any of the Goods.
6. RISK AND
6.1 The risk for the
Goods shall pass to the Purchaser on delivery.
6.2 The Purchaser
shall fully insure the Goods for the Price from the date of
delivery or collection - as the case may be - in the joint names of
the Company and the Purchaser and shall store the Goods separately
and clearly labelled as the property of the Company until all sums
due to the Company have been settled in full.
7.1 Quotations from
the Company are valid for 1 day from the date of such quotation
For the purposes of this condition the receipt by the Company
of an order in writing for the Goods shall be deemed to be an
acceptance of the quotation.
7.2 Unless otherwise
agreed in writing payment for Goods shall be made in accordance
with the invoice within 30 days of the invoice date. For this
purpose, time for the payment shall be the essence of the contract.
Receipts for payment will only be issued on request.
Any discrepancy associated with but not limited to pricing,
charges, invoice address, purchase order numbers etc must be
reported to the Company within 7 days of the invoice date.
Discrepancies notified after the seven day period will not be
considered by the Company for credit.
7.3 The Company shall
be at liberty to invoice the Purchaser for those Goods delivered
notwithstanding that all of the Goods ordered have not been
7.4 If payment is not
made as provided for in provision 7.2 the sum shall carry interest
at 2% above the Royal Bank of Scotland base rate at the invoice
date, calculated on a daily basis from the invoice date until
payment is made in full, together with all costs, charges or
expenses incurred in recovering any amount due.
7.5 If payment is not
received by the due date by the Company and without prejudice to
the provisions of 7.4 and the Company's other rights and remedies,
the Company reserves the right to suspend further deliveries of
Goods to the Purchaser and/or terminate all contracts between the
Company and the Purchaser and the Company shall have no liability
to the Purchaser for such suspension or termination.
8.1 The Price charged
for the Goods will be the price ruling at the date of acceptance of
the order or as provided for in the quotation (if any) subject to
9.1 Unless expressly
stated otherwise, all prices quoted are exclusive of vat (value
added tax). Goods will be sold and supplied subject to the
rate of vat prevailing at the time of supply (tax
9.2 Where the Company
is acting as an intermediate supplier in a triangulation
arrangement in respect of the supply of Goods outside the UK but
within the European Union the Purchaser shall account for the
acquisition vat on behalf of the Company.
9.3 If the Purchaser
is in a vat group it shall provide the Company with the name of the
group representative member, its address and full vat number
including the group's suffix.
9.4 Where the Goods
are supplied to the Purchaser outside of the UK but within the EU,
the Purchaser shall provide the Company with its vat number, or, if
it does not do so, pay the vat in accordance with 9.1.
10. WARRANTIES AND
10.1 Goods supplied
will comply in all material respects with the description given in
the Company's current product catalogue in respect of dimensions,
capacity, materials and product features. Unless otherwise
expressly stated in writing any statements as to the performance of
the Goods but not the ability of the Purchaser to sell them are
accurate to the best of the Company's belief and the Company
undertakes no absolute obligation to supply Goods which achieve or
comply with any such statements.
10.2 In the case of
liability under 10.1 the Company shall be liable to accept only the
return of the Goods concerned and to refund the Purchaser with the
Price or part of the Price paid by the Purchaser.
10.3 All terms
conditions warranties, guarantees, undertakings or representations
whether express or implied (save only those which cannot be negated
or varied by express agreement or by course of dealing or usage) or
agreed or offered orally or in correspondence or otherwise and all
particulars or details (other than as referred to in clause 10.1)
shown in specification catalogues or any illustrative or
descriptive documents are hereby excluded from the
10.3 These Conditions
shall apply mutatis mutandis to any Goods supplied by the Company
by way of rectification replacement or improvement under any of
10.4 Subject as
expressly provided in these Conditions all warranties conditions or
other terms implied by statute or common law are excluded to the
fullest extent permitted by law.
10.5 Where the Goods
are sold under a consumer sale (as defined by the consumer
Transactions (restrictions or statements) order 1976 the statutory
rights of the Purchaser are not affected by these
11. RETURN OF GOODS,
NOTIFICATION OF LOSS, NON-DELIVERY, DAMAGE
11.1 If the Goods are
delivered to the Purchaser then any notice of claim arising from
the delivery shall be made within 5 working days of the date of the
delivery. Such notice must be made in writing by the
Purchaser to the Company, and the delivery advice note must be
returned to the Company duly endorsed with reasonable details of
such loss shortage or damage. The Company shall have no
liability for any loss or damage where the delivery advice note is
returned to the Company endorsed as unchecked or unexamined.
If the Company has not been given notice of any claim within
the specified period, the Goods will be deemed to have been
accepted by the Purchaser.
11.2 If the Goods are
delivered to the Purchaser then any request for return of Goods
arising out of that delivery must be made to the Company within 5
working days of the specified period, the Goods shall be deemed
accepted by the Purchaser. It is the Purchaser's
responsibility to acquire a returns number from The Company as
proof of request, which should be quoted in any communication with
the Company in any communication relating to the return.
11.3 If the Goods are
collected by the Purchaser, the Company shall only be liable for
any loss shortage or damage in the quantity of Goods subject to the
Purchaser completing a written claim on collection, and under no
circumstances shall the Company be liable for claim 1 respect of
collected Goods where the Goods are removed from the premises
without such written claim being completed.
11.4 It shall be the
Purchaser's sole responsibility to inspect the Goods in order to
comply with the provisions of condition 11.1 and 11.3
12.1 The Company
shall not be liable to the Purchaser for any loss of profit or
other indirect special or consequential costs expenses goodwill
loss or damage (whether caused by the negligence of the Company or
its employees or agents or otherwise) which arises out of or in
connection with the supply of Goods or their subsequent use or
resale except as expressly provided for in these
12.2 The Company's
maximum aggregate liability under, arising from, or in connection
with the contract, (whether in contract, for negligence or
otherwise), shall be limited to a sum equivalent to the Price of
the Goods in respect of which such a liability arises.
prejudice to the provisions of 12.2 the liability of the Company to
the Purchaser for any loss or damage to property (other than the
Goods) shall not exceed £1,000,000.
12.4 The Purchaser
shall keep and hold the Company, its servants and agents fully
indemnified in respect of any claim, loss, damage or injury whether
arising in contract tort or otherwise arising from any act or
omission whether deliberate accidental or negligent of the
Purchaser its servants or agents.
12.5 The Purchaser is
recommended to insure against any loss or damage in respect of
which the liability is excluded or limited under these
12.6 The provision of
this condition 12 shall apply the Company's servants and agents and
shall survive termination of the contract for the Goods (howsoever
12.7 Nothing in these
Conditions shall limit or exclude liability for death or personal
13.1 The Company may
at its own discretion terminate any contract for the Goods, or
suspend any further delivery of the Goods without any liability to
the Purchaser upon any of the following events
13.1.1 The Purchaser
entering into any voluntary arrangement with its creditors or
becoming subject to an administration order; or
13.1.2 being an
individual or a firm having a bankruptcy petition served against
13.1.3 being a
Company, having a winding-up order served on it; or
13.1.4 going into
liquidation for any purpose other than amalgamation or
13.1.5 any of its
property or assets being possessed under the provisions of any
encumbrance, mortgage, lien or charge upon them; or
13.1.6 ceasing, or
threatening to cease to carry on business; or
13.1.7 the Company
reasonably believes or suspects that any of the above mentioned
events are about to occur in relation to the Purchaser;
13.1.8 the Purchaser
failing to make payment on the due date under any contract between
the Company and the Purchaser.
the right of the Company to terminate under the provisions of this
condition on occurrence of any of the events referred to in 13.1,
any sums due to the Company and not yet paid (irrespective of any
payment terms contained in these Conditions or otherwise agreed in
writing between the parties) shall become immediately due and
payable, and the Company shall be entitled to charge interest at
the rate of 2 percent above the base rate for the time being of the
Royal Bank of Scotland plc on such outstanding amount from the date
of notification of the same to the date of payment.
prejudice to any other rights and remedies of the Company, in the
event that the Purchaser seeks to cancel an order for the Goods
after despatch by the Company of any consignment of the Goods, the
Company reserves the right at its absolute discretion to charge the
Purchaser a cancellation fee of a sum equivalent to 15% of the
value of the balance of the Goods.
14.1 The Purchaser
shall under no circumstances obliterate, mutilate, alter or
otherwise interfere with any existing trade mark of the Company
affixed to the Goods or fix any other trade mark either in addition
to or in place of the existing trade mark upon any of the
14.2 Any rights or
remedies of the Company in respect of any trade marks shall be
without prejudice to and in addition to any other rights or
remedies provided for under these Conditions.
The Company shall be
entitled to assign its rights under the contract to any member of a
group of companies to which it may belong, and to perform its
obligations through a sub contractor, but otherwise neither party
shall or shall purport to assign its rights and
It is a condition of
the agreement that no inducements to trade are offered to any of
the Company's staff at any time. The Purchaser should inform
the Company immediately if they are approached in this respect by
the Company's staff. Seasonal gifts or entertainment offered
to the Company's staff should be of nominal value only.
17.1 The edition of
the Company's catalogue which is current at the time of the
Purchaser's order may contain exclusions or limitations of
liability relating to individual products. All such exclusions and
limitations of liability, so far as they relate to Goods ordered by
the Purchaser, are hereby incorporated into the contract between
the Company and the Purchaser.
prejudice to Condition 17.1:
Conditions supersede all previous agreements between the parties
and contain the whole agreement between the parties; and
17.2.2 there are no
collateral or personal representations agreements warranties or
conditions not specifically set forth herein.
Subject to the
provisions of these Conditions no modification amendment or
variation shall be effective or binding on either of the parties
unless agreed by then in writing and signed by an authorised
representative of each
18. LAW AND
shall be subject to the provisions of English law and both parties
irrevocably submit to the non-exclusive jurisdiction of the English
19.1 Any notice
required or permitted to be given by either party to the other
under these Conditions shall be in writing addressed to the other
party at its registered offices or principal place of business or
such other address as may at the relevant time have been notified
pursuant to this provision to the party giving notice.
19.2 Termination of
the contract shall be given without prejudice to any rights of
either party arising prior to or as a result of such termination
and no waiver of any right shall be a continuing waiver or
prejudice the future enforcement of such right.
supplied by the Company "free on loan" or as "consignment stock"
remains the property of the Company and it may be recovered in the
event of misuse or malfunction. The Company shall not be
liable for any breakdown of equipment or any part of it or for any
consequential loss incurred by the customer.
19.5 If any Condition
or other term of the contract between the Company and the Purchaser
is found by any Court or administrative body of competent
jurisdiction to be invalid, unenforceable or illegal, the other
provisions will remain in force.