Conditions of Sale
(a) In these conditions “the company” shall mean Caswell Equine Supplies Ltd
(b) All quotations are made and orders are accepted and all goods are supplied to Customers subject to the following conditions: Previous dealings with the Company and any Customer shall not vary or replace these terms or be deemed in any circumstances whatsoever so to do. Acceptance of goods from the Company shall be conclusive evidence before any Court or Arbitrator that these conditions apply.
(c) Quotations shall be available for acceptance for a maximum period of twenty-eight days from the date thereof by the Company within such a period at any time.
2. Description of Goods
(a) The Company reserves the right to amend material specification and dimension if it thinks reasonable or to comply with law and such amendments shall not affect the validity of the contract.
(b) Leaflets, photographs and promotional literature are only intended as a general guide and the goods will not necessarily match in all respects of these.
(a) The quoted price of goods may be varied by the Company in accordance with market conditions at the date of actual supply.
(b) All prices are exclusive of Value Added Tax and, unless otherwise stated, are exclusive of any tax arising in the United Kingdom elsewhere.
(c) Unless otherwise agreed all prices quoted and/or invoiced will be in Pounds Sterling and where an alternative currency is agreed the Company reserves the right to apply an exchange control fluctuation charge appropriate to the rate of exchange ruling at the date of payment to the Customer.
(d) All warranty of equipment will be covered under our service maintenance plans. If this is canceled then the warranty period is void.
(a) Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
(b) The date of delivery shall in every case be dependent upon the receipt of final instructions or approval being obtained from the Customer.
(c) The Company will endeavour to comply with reasonable requests by the Customer for postponements of delivery but shall be under no obligation to do so. Where postponement is agreed by the Company in writing to the Customer the Customer shall pay all costs and expenses including a reasonable charge for storage occasioned thereby.
Risk shall pass to the Customer when the goods have been delivered to the Customer’s premises.
The property of the goods shall not pass to the Customer and the full legal and beneficial ownership of the goods shall remain with the Company unless and until the Company has received payment in full for:
(a) The goods the subject of this contract
(b) All other goods the subject of any other Contract between the Customer and the Company which at the time of payment of the full price of the goods sold under this Contract have been delivered to the Customer but not paid in full.
Until property of the goods has passed to the Customer in accordance with Condition 6 without prejudice to the Company’s other rights:
(a) The Customer shall insure the goods to their full value which are on or at the Customer’s premises against fire and theft.
(b) The Customer shall keep the goods marked and apart from all other goods so as to distinguish and separate the goods from other goods.
(c) The Customer shall retain the goods solely in a fiduciary capacity as bailee for the Company.
(d) The Customer’s right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy of if he, being a company, commits an available act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding-up. The Company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(e) The Customer acknowledges that before entering into any agreement for the purchase of any goods from the Company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle and debenture holder or secured creditor to appoint a receiver, to petition for winding-up of the company or exercise any other rights over or against the Company’s assets.
8. Damage or Loss
(a) Where shortage or loss in transit occurs to the goods before delivery thereof to the Customer in accordance with the provisions of the contract the Company undertakes to repair or replace such goods free of charge PROVIDED ALWAYS that:
(i) The Customer shall have given verbal, written, faxed or emailed notice to the company with 48 hours of receipt or in the case of non-delivery the receipt of the Company’s advice note/invoice any such claim to be confirmed in writing with seven days.
(ii) The customer shall have returned to the Company’s works any such damaged or defective goods within seven days of receipt thereof.
(b) In the event that the Company is required to replace goods within the terms of this condition any specified time for delivery shall be extended for the purpose of such repair or replacement for such periods as the Company shall reasonably require.
(c) Save as expressly provided in this condition the Company shall not have any liability whatsoever for or in connection with any damage to or loss of the goods.
Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation, and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company.
10. Terms of Payment
(a) No disputes arising under the Contract or delays beyond the control of the Company shall interfere with prompt payment by the Customer.
(a) The Customer agrees that apart from the express terms contained herein or in the quotation or in any document expressly stipulated therein to form part of the Contract and to be outside the provisions of this clause no statement or representation has been made by the Company relating to the goods supplied or if any such statement or representation has been made the Customer warrants that he understood it to be a statement of opinion only and did not rely on it.
(b) The Company warrants the goods against faulty workmanship and materials for twelve months from the date of despatch PROVIDED THAT:
(i) The Customer has notified the Company in writing within the said period of twelve months specifying in detail any defects of workmanship or materials in the goods and returned the goods to the Company properly packed and carriage paid; and
(ii) The Company shall at its sole option repair or replace such goods as are shown to be defective free of charge to the Customer for delivery ex works provided that the defect is not due in whole or in part to fair wear and tear or to the negligence misuse or modification of the goods, lack of proper maintenance or failure to observe any operating instructions issued by the Company in connection therewith.
(c) The Company’s aggregate liability in respect of any claims arising out of any Contract shall not exceed the purchase price payable under the Contract.
(d) The Company shall not be under any liability in respect of the warranty herein before contained or any other liability whether founded in Common Law or statute in connection with any defect in the goods which should reasonably have been discovered by the Customer on inspection or test at the time of delivery and not immediately reported to the Company or any loss or damage or consequential loss or damage of any description in respect of the goods or any work done in connection therewith.
(e) Without prejudice to the generality of the foregoing nothing therein contained shall operate to exclude or restrict liability for breach of any obligation arising from Sections 13, 14 and 15 of The Scale of Goods Act 1979 as amended by the Sale of Goods and Services Act 1982 against a customer if he is dealing as a customer defined by Section 12 of the Unfair Contract Terms Act 1977.
(f) The Company’s liability hereunder shall cease if:
(i) The Customer shall not have paid in full all invoices for goods supplied by the Company in accordance with these conditions;
(ii) The Customer permits persons other than the Company or those approved or authorised by the Company to affect replacement parts, maintenance, adjustments or repairs to the goods;
(iii) The Customer has not properly maintained the goods in accordance with instructions, pamphlets or directions given or issued by the Company from time to time;
(iv) The Customer uses any spare parts or a replacement not manufactured by or on behalf of the Company and supplied by it or fails to follow the Company’s instructions for the use of the same.
12. Trade Marks and Trade Names
(a) The use of Trade Marks and Trade Names by the Company remain with the Company.
(b) The Customer undertakes not to use or reproduce any Trade Marks or Trade Names of the Company on goods, vehicles or sales literature or in any way whatsoever unless it is a formal licence agreement bearing the Company’s seal.
13. Copyright, Confidential Information
(a) The property and copyright in all documents, drawings, plans, photographs, illustrations and other printed matter given to the Customer will remain with the Company and the Customer will not communicate any part of them to any third party without the Company’s written consent.
(b) The Customer will indemnify the Company against all actions and all costs whatsoever brought or made against the Company as a result of work done at the Customer’s request in accordance with designs and specifications furnished by the Customer and which result in the infringement of any letters patent copyright registered design or trade mark.
If the Customer shall make default or commit a breach of the Contract or any other of his obligations to the Company, or in any Distress or Execution shall be levied upon the Customer’s property or assets or if the Customer shall make or offer to make any Petition or Receiving Order in bankruptcy shall be presented or made against him, or if the Customer is a Limited Company and any resolution or petition to wind-up such company’s business (other than for the purpose of amalgamation or re-construction) shall be passed or presented, or if a Receiver of such company’s undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any Contract then subsisting and upon written notice of such determination being posted to the Customer’s last known address any subsisting Contracts shall be deemed to have been determined without prejudice to any claim or right to the Company may other make or exercise.
15. Force Majeure
Should this Contract be delayed by reason of:
(a) War, riot, epidemic, flood, weather, accident, fire, government, restrictions, strike, lockout, go-slow, shortage of labour, damage or breakdown of plant, shortage or delay of transport or:
(b) Without prejudice to the generality of the foregoing, any other circumstances or occurrence beyond the reasonable control of the company, the Company shall be at liberty to suspend deliveries or to cancel the unfulfilled part of the Contract, in whole or in part.
16. Legal Construction
These conditions and each and every contract made with the Company pursuant thereto shall be governed in all respects by and in accordance with the Laws of England and the Customer hereby submits to the jurisdiction of the English Courts.