Terms and Conditions
1. DEFINITIONS
‘the Buyer’ means the person or organisation placing an order with the Company subject to these terms and conditions; ‘the Company’ means Craven Contracts Ltd trading as Craven Contracts; ‘the Goods’ means the goods which are the subject matter of the quotation.
2. GENERAL
2.1. Any Goods sold by the Company will be sold on these terms and conditions unless otherwise agreed in writing by a director of the Company.
2.2. These terms and conditions will take precedence over the Buyer’s terms and conditions and will be conclusive where there is any inconsistency between the two.
2.3. These terms and conditions will supersede all and any previous agreements between the parties, information appearing in any sales brochure or other documentation produced by the Company.
2.4. Product dimensions contained in quotes without a Final Site Measure before hand, provided by the Company are approximates.
3. PRICE
3.1. Any price quoted will be open to acceptance by the Buyer. The Company reserves the right to re‐quote for the Goods after Final Site Measures take place.
3.2. The Company will not be liable for any change in price between quotation and order, or order and delivery due to circumstances beyond the Company’s control.
3.3. All prices quoted will be exclusive of duties and VAT.
4. PAYMENT
4.1. For first time Buyers, or Buyers where late payment of invoices has occurred previously, the Company reserves the right to Pro Forma Invoice, or request part payment on receipt of the Order.
4.2. Payment in full or for the outstanding amount for the fitting and/or supplying the Goods must be made within 30 days of the date of the fitting and/or delivery have taken place. The Company reserve the right to charge interest at a rate of 4% per annum above the base rate for the time being of National Westminster Bank on the unpaid balance (such interest to accrue on a day‐to‐day basis from any due date as well after as before any judgment).
5. DELIVERY
5.1. The proposed delivery date will be agreed on confirmation of the order.
5.2. Whilst the Company will endeavour to deliver the Goods on the Delivery Date it cannot be liable for any delay in the delivery due to circumstances beyond the Company’s control.
6. TERMINATION
6.1. The Company shall be entitled without prejudice to its other rights and remedies to terminate immediately in writing every contract it has with the Buyer or to suspend any further delivery of the Goods under any or every contract it has with the Buyer if:
6.1.1. any debt is due and payable by the Buyer to the Company and remains unpaid;
6.1.2. the Buyer becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
6.1.3. the Buyer being a body corporate has:
6.1.4.1. received notice (either written or oral) that an Administrative Receiver or other Receiver or Manager is to be or has been appointed in respect of its undertaking or a material part thereof or other property or assets;
6.1.4.2. received notice (either written or oral) that a petition to wind up the Buyer is to be or has been presented under Section 124 of the Insolvency Act 1986 or otherwise or a notice (either written or oral) of a proposal to pass a Resolution to wind up the Buyer (including any proposal by the Buyer so to do);
6.1.4.3. decided to make a voluntary arrangement or composition with its creditors;
6.1.4.4. become unable to pay its debts as such expression is defined by the Insolvency Act 1986; or
6.1.4.5. received notice (either written or oral) of anything analogous to the above under foreign law or that proceedings have been instituted under foreign law.
6.1.5. the Buyer being an individual or a partnership has:
6.1.5.1. become unable to pay its debts as such expression is defined in the Insolvency Act 1986;
6.1.5.2. suspended any payment to the Company in whole or part;
6.1.5.3. proposed or entered into any composition or arrangement with his creditors;
6.1.5.4. had a receiving order in bankruptcy made against him; or
6.1.5.5. received notice (either written or oral) of anything analogous to the above under foreign law.
9. LIABILITY
9.1. The Company undertakes that if within one month from the date of dispatch from the premises of the manufacturer the Goods or part of them are proved to the Company’s satisfaction to be defective or materially not in accordance with the order acknowledgement the Company will replace or repair the Goods or part of them at the address where the Goods were previously delivered provided that the Buyer shall give notice to the Company of any alleged defect or non‐compliance within that period of one month and shall allow the Company (or its agents employees or representatives) to inspect the Goods and investigate the complaint. The Buyer must not return the Goods or part of them to either the Company or the manufacturer unless the Company has agreed in writing to accept their return to itself or to the manufacturer.
9.2. Liability of the period of one month as referenced in point 9.1 does not withstand if the Company finds the alleged defects occurred whilst the Goods were in transport and adequate notice of said defects are not reported within 24 hours in accordance with clause 5.8.
9.3. Save where liability may not be excluded or limited by contract between the contracting parties the Company shall not be liable for loss of profit, damage or for any expenditure incurred on the Goods supplied or any consequential or special loss or damage sustained by the Buyer by reason of any breach by the Company arising from any act or default of the Company howsoever arising.
10. FORCE MAJEURE
10.1. Should the manufacture, supply or delivery of any of the Goods be prevented at or from the manufacturer, or any independent carrier be prevented or hindered directly or indirectly from transporting the Goods due to any other cause whatsoever beyond the reasonable control of the manufacturer or the Company then any estimated or expressly agreed date for delivery of the Goods shall be extended for a reasonable period of time having regard to the effect of the delaying cause on the manufacture or supply of the Goods.
11. WITHHOLDING PAYMENT
11.1. The Buyer shall not at any time withhold payment for any Goods supplied to it by the Company by way of set‐off in connection with any dispute claim or counter‐claim the Buyer has with or has made against the Company or the manufacturer.
12. SAFETY INSTRUCTIONS
12.1. The Buyer undertakes with the Company that it will ensure compliance so far as is reasonably practicable by its employees agents licensees and customers with any instructions given by the Company for the purpose of ensuring that the Goods will be safe and without risk to health when properly used and will take any other steps or precautions having regard to the nature of the Goods as are necessary to preserve the health and safety of persons handling, using, assembling or disposing of them.
13. CANCELLATION BY THE BUYER
13.1. The Buyer has no right to cancel or postpone any contract made under these terms and conditions after the Company has issued its order acknowledgement.
13.2. If the Buyer purports to do so (without prejudice to any other rights of the Company in connection with such purported cancellation or postponement) the Buyer shall compensate the Company for all costs charges and expenses incurred by the Company, including loss of profit by reason of such cancellation or postponement.
14. LEGAL INTERPRETATION
14.1. Any contract to which these terms and conditions apply shall be governed and construed in accordance with English Law and any dispute arising out of or in connection with such contract shall be determined exclusively by the English Courts.
15. SEVERANCE AND WAIVER
15.1. In the event of any part of these terms and conditions being ineffective for any reason the remainder thereof shall constitute the terms and conditions binding upon the parties.
15.2. Failure or neglect by the Company to enforce at any time any of the terms and conditions shall not be construed as nor be deemed to be a waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and the Company’s right to take subsequent action shall not be prejudiced thereby.
16. NOTICE
16.1. Any notice approval or other communication to be given hereunder either to the Company or to the Buyer shall be delivered or sent by first class post to the Company at its registered office address or to the Buyer at the address on the order. Any such notice approval or other communication shall be deemed to have been served if delivered at the time of delivery or if posted at the expiration of forty‐eight hours after the envelope containing the same shall have been put into the post and in proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice was properly addressed and posted as a pre‐paid first class recorded delivery letter.