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“Buyer” means the person, firm or company who
accepts Contrac’s quotation for the sale of the Goods and/or
provision of the Services or whose order for the Goods and/or
Services is accepted by Contrac
“Contrac” means Venridge
Limited trading as Contrac I.T. Source
“Conditions” means the
terms and conditions of sale set out in this document
“Goods” means the goods
(including any instalment or any parts or components for them)
to be supplied in accordance with these Conditions
“Services” means installation
and/or commissioning of the Goods or part thereof or other
services which are to be provided in accordance with these
Conditions
2.1 Unless otherwise expressly agreed in writing signed by a
Director of Contrac these Conditions shall govern all contracts
between Buyer and Contrac for the sale of Goods and (where applicable)
the supply of Services. No condition, warranty or other term
which Buyer may seek to impose shall apply
2.2 These Conditions shall have effect in place of any other
terms and conditions of sale which may have been previously notified
to Buyer by Contrac
2.3 Contrac reserves the right to make any changes to the specification
of the Goods and/or Services which do not materially affect their
quality or performance
2.4 All designs, drawings, descriptive matter, weights, dimensions,
specifications, brochures, catalogues and all advertising matter
are approximate and by way of identification only, and are intended
merely to present a general idea of the goods described therein
and shall not form part of any contract, or give rise to any
independent or collateral liability of any kind
2.5 Where Contrac designs or develops the Goods to meet Buyer's
requirements all intellectual property rights in the Goods shall
belong to Contrac
3.1 The price for the Goods and any Services
shall be Contrac’s
quoted price as at the date of despatch or such other price agreed
in writing by Contrac. Unless otherwise agreed in writing by
Contrac all prices quoted are valid for 30 days from date of
quotation
3.2 Contrac reserves the right, by giving notice to Buyer, to
increase the price to reflect any change in specification required
by Buyer (which is accepted by Contrac) or increase in cost to
Contrac which is due to any factor beyond the reasonable control
of Contrac (such as without limitation, any increase in the costs
of labour, materials or other costs of manufacture)
3.3 Except as otherwise stated under
the terms of any quotation or otherwise agreed in writing by
the Contrac, the price shall include cost of delivery of the
Goods either to Buyer's usual premises in mainland Great Britain.
Buyer shall be liable to pay Contrac’s charges of transport, packaging and insurance.
Any order of less than £100 may incur a handling charge
in accordance with Contrac’s policy at the date of despatch
3.4 The price is exclusive of any applicable Value Added Tax,
which Buyer shall be additionally liable to pay
4.1 Unless otherwise agreed in writing
by Contrac, Buyer shall pay the price of the Goods and any
Services within 30 days of the date of Contrac’s invoice,
notwithstanding that delivery and (where applicable) installation
and/or commissioning may not have taken place and the property
in the Goods has not passed to Buyer. The time of payment of
the price shall be of the essence of the contract
4.2 Buyer shall not be entitled in any circumstances or for
any reason to make any deduction or withhold any sum from the
price of the Goods and any Services by way of set-off
4.3 If Buyer fails to make any payment on the due date then
without prejudice to any other right or remedy available to Contrac,
Contrac shall be entitled to:-
4.3.1 cancel the contract or suspend any further performance
thereof (this right shall apply to any other contract between
Buyer and Contrac); and/or
4.3.2 appropriate any payment made by Buyer to such of the
Goods and any Services (or goods and any services supplied under
any other contract between Buyer and Contrac) as Contrac may
think fit (notwithstanding any purported appropriation by Buyer);
and/or
4.3.3 charge Buyer interest (both before
and after judgment) on the amount unpaid, at the rate of 4%
per annum above base rate from time to time of Contrac’s
bank, until payment is made in full (a part of a month being
treated as a full month for the purpose of calculating interest);
and/or
4.3.4 payment from Buyer on demand on a full indemnity basis,
of all costs, charges and expenses in any way incurred by Contrac
in relation to the overdue payment
5.1 Unless otherwise agreed in writing by Contrac, delivery
of the Goods shall be made by Contrac delivering or arranging
delivery of the Goods to Buyer's usual business premises, in
mainland Great Britain. The Goods shall be deemed to have been
accepted by Buyer on delivery
5.2 Any dates quoted for the delivery of the Goods are approximate
only and Contrac shall not be liable for any delay in the delivery
of the Goods howsoever caused. Time for delivery shall not be
of the essence unless previously expressly agreed in writing
by Contrac. The Goods may be delivered by Contrac in advance
of the quoted date upon giving reasonable notice to Buyer
5.3 If Buyer fails to take delivery of the Goods or fails to
give Contrac adequate instructions for delivery of the Goods
at the time stated therefor, then without prejudice to any other
right or remedy available to Contrac, Contrac may:-
5.3.1 store the Goods until actual delivery and charge Buyer
for the reasonable costs (including insurance) of storage; or
5.3.2 sell the Goods at the best price readily obtainable and
(after deducting all reasonable storage and selling expenses)
charge Buyer for any shortfall below the price
5.4 Any claim for shortage on delivery of the Goods must be
notified to Contrac within 48 hours of delivery and confirmed
in writing giving Contrac full details of the claimed shortage
within 10 days of delivery
6.1 Risk of damage to or loss of the Goods shall pass to Buyer:-
6.1.1 in the case of Goods to be delivered
at Contrac’s
premises, at the time when Contrac notifies Buyer that the Goods
are available for collection; or
6.1.2 in the case of Goods to be delivered
otherwise than at Contrac’s premises, at the time the
Goods are handed to a carrier for delivery to Buyer, or if
delivered by Contrac, at the time of delivery. If Buyer wrongfully
fails to take delivery, risk shall pass to Buyer at the time
when Contrac has tendered delivery of the Goods
6.2 Notwithstanding delivery and the passing of risk in the
Goods, or any other provision of these Conditions, the Goods
shall remain the absolute property of Contrac until Contrac has
received in cash or cleared funds payment in full of the price
of the Goods plus any Value Added Tax or other tax or duty and
all other sums whatsoever which are then due from Buyer to Contrac
including any interest thereon. Notwithstanding such retention
of title Contrac shall be entitled to bring an action for the
price of the Goods as soon as payment falls due
6.3 Until such time as the property in
the Goods passes to Buyer, Buyer acknowledges that it is in
possession of the Goods solely as Contrac’s fiduciary
agent and bailee and shall:-
6.3.1 keep the Goods on its premises
separate from those of Buyer and third parties and properly
stored, protected and insured and identified as Contrac’s
property and shall not alter, modify or add to the Goods or
any marking or identification on them and shall maintain them
in good condition; and
6.3.2 keep the Goods free from any charge, lien or other incumbrance
6.4 If payment for the Goods or under any other contract between
Contrac and Buyer is overdue in whole or in part, Contrac (without
prejudice to any of its other rights) may retake possession of
and/or resell any Goods, the title to which it has by these Conditions
retained and Buyer shall, upon the request of Contrac, allow
Contrac its servants and agents during normal working hours to
enter any premises where the Goods are for the purpose of recovering
possession of such Goods
7.1 Contrac shall be liable to Buyer as expressly provided in
these Conditions but shall have no further or other liability
in contract, tort or otherwise to Buyer
7.2 Subject to clauses 7.3 and 7.4, Contrac’s
liability in contract, tort or otherwise arising from or in
connection with the manufacture and supply of the Goods or
their use or resale by Buyer or the provision of the Services
shall in any event be limited to the price of each individual
item of the Goods or the price (or such fair proportion thereof)
of the Services the subject of any claim
7.3 Contrac shall not be liable to Buyer for loss of profits
or any type of indirect, special or consequential loss or damage
7.4 Contrac does not exclude or limit liability for death or
personal injury caused by the negligence of Contrac (including
its employees while acting in the course of their employment
with Contrac)
7.5 Buyer shall indemnify and keep indemnified Contrac in respect
of all damage or injury to any person or loss of or damage to
any property and against all demands, claims, actions, costs,
charges and expenses arising as a result of Buyer failing to
notify Contrac of any defect:-
7.5.1 in the Goods within 7 days of the date of delivery (supply
only contracts); or
7.5.2 in the Goods or the Services within 7 days of the date
of commissioning (supply, installation and commissioning contracts
or supply and commissioning contracts); or
7.5.3 in the Goods and (where applicable) the Services within
7 days after discovery thereof where the defect is not apparent
on reasonable inspection
7.6 Where the Goods are manufactured or altered by Contrac in
accordance with a specification submitted by Buyer, Buyer shall
indemnify and keep indemnified Contrac against all loss, damages,
costs, charges and expenses awarded against or incurred by Contrac
in connection with or paid or agreed to be paid by Contrac in
settlement of any claim:-
7.6.1 that the Goods are defective or do not conform to any
applicable safety or other statutory requirement; and
7.6.2 for infringement of any patent,
copyright, design right, registered design, trade mark or other
industrial or intellectual property rights of any other person
which results from Contrac’s
use of Buyer's specification
7.7 Contrac shall not be liable to Buyer
or be deemed to be in breach of the contract by reason of any
delay in performing, or any failure to perform, any of Contrac's
obligations in relation to the Goods or the Services if the
delay or failure is due to any cause beyond Contrac’s
reasonable control including without limitation, act of God,
explosion, storm, tempest, fire or accident, acts, restrictions,
regulations, bye-laws, prohibitions or measures of any kind
on the part of any governmental, parliamentary or local authority,
strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of Contrac or of a third party),
difficulties in obtaining raw materials, fittings or other
items of equipment, labour, fuel, parts or machinery or power
failure or breakdown in machinery
8.1 This clause applies if:-
8.1.1 Buyer is in receipt of a statutory demand under the Insolvency
Act 1986 or makes any voluntary arrangement with its creditors
or becomes subject to an administration order or (being an individual
or firm) becomes bankrupt or (being a Contrac) goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction);
or
8.1.2 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of Buyer; or
8.1.3 Buyer ceases, or threatens to cease, to carry on business;
or
8.1.4 Contrac reasonably apprehends that any of the events
mentioned above is about to occur in relation to Buyer and notifies
Buyer accordingly
8.2 If this clause applies then, without prejudice to any other
right or remedy available to Contrac, Contrac shall be entitled
to cancel the contract without any liability to Buyer, and if
the Goods have been delivered, or the Services provided, but
not paid for the price shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the
contrary
9.1 Any notice required or permitted to be given by either party
to the other under these Conditions shall be in writing addressed
to that other party at its registered office or principal place
of business or such other address as it may at the relevant time
have been notified pursuant to this provision to the party giving
the notice
9.2 No waiver by Contrac of any breach of the contract by Buyer
shall be considered as a waiver of any subsequent breach of the
same or any other provision
9.3 If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part
the validity of the other provisions of these Conditions and
the remainder of the provision in question shall not be affected
thereby
9.4 The contract shall be governed by the Laws of England and
the parties submit to the exclusive jurisdiction of the Courts
in England
9.5 These Conditions do not affect the
Buyer’s statutory
rights as a consumer
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