Terms & conditions
DEFINITIONS AND INTERPRETATION
Whenever used in this Contract or any additional documents which form part of this Contract, the following terms shall have the following meanings, unless the subject matter or context otherwise requires:
“Buyer” the person, firm or company who purchases the Goods from the Seller, otherwise referred to as You;
“Seller” CLS Identification Ltd, its successors or assigns, otherwise referred to as We or Us;
“Contract” means or refers to this Contract as amended from time to time including any indenture, or supplementary provision between the Seller and the Buyer for the supply of Goods and/or Services in accordance with these terms and conditions;
“Business Day” means any day other than a Saturday, Sunday or a Bank Holiday;
“Price” means the price of the Goods invoiced by the Seller to the Buyer in accordance with clause ——–
“Person” means any individual, company, corporation, partnership, trust, sole trader, government or entity howsoever designated or constituted;
“Goods” means or refers to all Products or Services supplied by Us to You as set out in the Order;
“Order” the Buyer’s order for the supply of Goods and/or Services as set out in the Buyer’s Purchase Order Form or the Buyer’s written acceptance of the Seller’s quotation, or the Seller’s confirmation of Order;
“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get- up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the World.
The headings within this Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement. The preamble noted as “Application and Entire Agreement” forms an integral part of this Agreement. Words imparting the singular number include the plural and vice-versa.
BASIS OF CONTRACT
These general terms and conditions will apply to the purchase of Goods or services, by the Buyer (you) from CLS Identification Ltd (Us) and should be read in conjunction with any additional Agreements entered into between both parties over the course of the Contract. These general terms and conditions may be modified by Us at any time. These terms and conditions apply to the Contract to
the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The description of the Goods is set out in our sales documentation. In accepting a quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by Us. Descriptions of the Goods set out in our sales documentation are intended as a guide only. (a) We can make changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements; (b) Dimensions and other physical properties of the Goods are subject to reasonable manufacturing tolerances and in addition, We reserve the right to deliver and invoice up to 10% over and above the quantity requested in any Order in accordance with such tolerances; (c) All orders must be confirmed in writing by the Buyer to the Seller and sent to the Supplier’s address via email or by fax or in such a manner expressly agreed upon between the two parties; (d) Should You require Us to amend or cancel an order after the quotation has been accepted We shall take all reasonable steps to comply provided that We can do so within our contractual obligations to our suppliers and other customers. You will reimburse Us for any charges or expenses incurred by Us as a direct or indirect result of any such amendment or cancellation; (e)To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual
or alleged infringement or a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the specification. This clause 3.6 shall survive termination of the Contract; (f) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. The Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed; (g) The Seller is unable to advise the Buyer on the suitability of the Goods for any particular purpose, their storage or application. Unless the Seller gives written advice or a written recommendation, the Buyer is entirely responsible for satisfying itself that the Goods are fit for the intended use either by relying on their own expertise or by obtaining professional advice.
The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note.
The Seller shall arrange for the delivery of the Goods to the address specified within the quotation or purchase order or to another location specifically requested by You and agreed by Us. Delivery shall be as near as possible to the Delivery Location, where the Seller believes that such place is suitable for unloading during the normal working hours of the Seller on a Business Day.
Where the Goods are delivered by the Seller, delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Buyer shall be solely responsible for the unloading of the Goods and the Seller shall not be liable for any damage that occurs during such unloading.
If You do not specify a delivery address, or if we both agree, You must collect the Goods from our premises. In this instance,
delivery of the Goods shall be deemed as taking place upon completion of the loading of the Goods. The Seller shall not be liable for any damage that occurs during the loading or unloading of the Goods.
Any claims by the Buyer of alleged shortage or damage or loss in transit must be notified to the Seller within 48 hours and the same confirmed in writing within 14 days of delivery taking place. Any evident damage to external packaging must be the subject of an endorsement on the delivery note at the time of delivery. No claim can be made by the Buyer under this clause if and acceptance note relating to the Goods has been signed by the Buyer or his agent without reference to the alleged damage, shortage or loss in transit.
Any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Buyer’s failure to provide the Seller with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
If the Buyer fails to accept or take delivery of the Goods within seven (7) Business Days of the Seller notifying the Buyer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Seller’s failure to comply with its obligations under the Contract in respect of the Goods; (a) delivery of the Goods shall be deemed to have been confirmed at 9:00am on the Business Day following the day on which the Seller notified the Buyer that the Goods were ready; and (b) the Seller shall store the Goods until delivery takes place, and charge the Buyer on an indemnity basis for all related costs and expenses incurred (including insurance).
If 28 days after the Seller notified the Buyer the Goods were ready for delivery the Buyer has not accepted or taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods, and after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods. The Seller may deliver the Goods in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an individual instalment shall not entitle the Buyer to cancel any other instalment.
The Seller shall be under no obligation to make any delivery of Goods to the Buyer if the Buyer is in breach of any of these Conditions.
QUALITY OF GOODS
The Seller warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall; (a) be as described in the Seller’s specification as appropriate; (b) be free
from material defects in design, material and workmanship; and (c) be of a satisfactory quality (within the meaning of the Sales of Goods Act 1979).
Subject to Clause 5.3 if: (a) the Buyer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1; (b) the Seller is given a reasonable opportunity of examining such Goods; (c) the Buyer (if asked to do so by the Seller) returns such Goods to the Sellers place of
business at the Buyer’s cost, then the Seller shall, at its option, repair or replace the defective Goods, or refund the Price of the defective Goods in full or part.
The Seller shall not be liable for the Good’s failure to comply with the warranty in clause 5.1 if: (a) the Buyer makes any further use of such Goods after giving notice in accordance with Clause 5.2; (b) the defect arises because the Buyer failed to follow the manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; (c) the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer; (d) the Buyer alters or repairs such Goods without the written
consent of the Seller; (e) the defect arises as a result of wear and tear, wilful damage, negligence or abnormal working conditions; or (f) the Goods differ from the specification as a result of changes made to ensure they comply with applicable or regulatory standards; or (g) the Buyer has not paid in full for the Goods.
Except as provided in this clause 5.4, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. The terms of these conditions shall apply to any repaired or replacement Goods supplied by the Seller under clause 5.2.
PRICE OF GOODS & PAYMENT
The price (Price) of the Goods is as set out in our Sales documentation current at the time of your order or any other price as we may subsequently agree in writing. The price of the Goods is exclusive of all costs and charges of packaging, insurance, and transport of the Goods, which shall be paid by the Buyer when it pays for the Goods.
If the cost of the Goods to Us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, change to delivery rates or change of order requirements by the Buyer we can at our option increase the Price prior to delivery.
Any increase in Price will only take place after we have told You about it.
The Price is exclusive of any applicable VAT and/or other taxes or levies which are imposed or charged by any competent authority.
We will invoice You for the Price of Goods either: (a) on or at any time after delivery of the Goods; or (b) where the Goods are to be collected by You or where You wrongfully do not take delivery of
the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
You must make payment even if receipt of the Goods has not taken place as outlined in clause 4.8 and/or Title in the Goods has not passed to You.
The Seller shall have the right to invoice the Buyer by e-mail where the Buyer has consented to invoices being submitted in this manner. When invoices are sent out using electronic mail they will be deemed to have been received by the Buyer on the date when they are sent provided that the electronic mail is transmitted between the hours of 8:00am and 5pm on a Business Day. If the invoice is sent by e-mail from the Seller to the Buyer outside of the above times, then the Buyer will be deemed to have received the invoice on the next Business Day. If no e-mail address is available or consent has not been given by the Buyer, invoices will be posted using Royal Mail 2nd class post.
The Buyer will pay for each invoice submitted by the Seller; (a) by the end of the month following the month of issue of the invoice (or in line with any alternative credit terms agreed between both parties); and (b) in full and in cleared funds to a bank account nominated in writing by the Seller, and time for payment will be the essence of the Contract.
All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Buyer, the Buyer shall on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as chargeable on supply of the Goods at the same time as payment is due for the supply of the Goods.
Without limiting any other right or remedy of the Seller, if the Buyer fails to make any payment due to the Seller under the Contract by the due date of payment (Due Date) the Seller shall have the right to charge interest of the overdue amount at the rate of 2% per month of the Contract Price from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement.
The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may, without limiting its other rights or remedies, set off any amount owing to it by the Buyer against an amount payable by the Seller to the Buyer.
Non-payment by the Buyer by the Due Date shall entitle the Seller to demand payment of all outstanding balances under the Contract or any other contract or agreement between the parties whether due or not and to immediately cancel or suspend any outstanding orders and credit facilities without prejudice to all other rights the Seller may have.
The Buyer must pay to the Seller all and any reasonable expenses and legal costs incurred by the Seller in taking any steps, including Court action, to enforce the Buyer’s obligations under the Contract for the payment of any monies owed by the Buyer to the Seller.
All payments should be made in Sterling (£) unless otherwise agreed by Us in writing.
The Buyer shall: (a) ensure that the terms of the Order and any specifications are complete and accurate; and (b) in the event that the Goods do not accord with the Order, the Buyer must notify the Seller within 48 hours from the date of the delivery and this should be confirmed to the Seller in writing within 14 days, failing which the Buyer will be deemed to have accepted the Goods. RETURNS
Goods returned at the Buyer’s request not on the Seller’s vehicle shall be at the Buyers risk regarding insurance for a value not less than the invoice price.
Subject to clause 5, specifically ordered and/or non-stock items are not returnable.
Costs of collection and re-delivery of replacement items will be met by the Buyer unless attributable to the negligence of the Seller. Only Goods returned in a saleable condition can be accepted for a refund. The Seller reserves the right to levy a re-stocking fee of up to 15% and a handling charge. All returns must be sanctioned by the Seller prior to Goods being brought back.
RISK AND TITLE
The risk in the Goods will pass to the Buyer on completion of delivery when the Goods are delivered by the Seller. Where the Goods are collected by the Buyer, the risk in the Goods shall pass to the Buyer when the employees or agents of the Buyer have completed collection and loading to the satisfaction of the vehicle’s driver.
Title to the Goods will not pass to the Buyer until we receive payment in full (in cash or cleared funds) for (a) the Goods and/or (b) any other Goods or Services that we have supplied to you in respect of which payment has become due.
Until title to the Goods/Services has passed to the Buyer, the Buyer must (a) hold any Goods, supplied, on a fiduciary basis as the Seller’s bailee; and/or (b) store the Goods separately from all other goods held by the Buyer so they remain readily identifiable as the Seller’s property; (c) and do not remove, deface or obscure any identifying marks or packaging on or relating to the Goods; and/or (d) keep the Goods in satisfactory condition and keep them insured against all risks for their full price value from the date of delivery; and/or (e) notify the Seller immediately if it becomes subject to any events listed in 10.1; and (f) give the Seller such information relating to the Goods as the Seller may require from time to time but the Buyer may resell or use the Goods in the ordinary course of its business provided that any such sale of the Goods shall take place as the Seller’s bailee and that the entire proceeds of sale are held in trust for the Seller and shall not be mingled with other monies or paid into an overdrawn bank account.
If before title of the Goods has passed to the Buyer, the Buyer becomes subject to any of the events listed in 10.1, or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, the Seller can at any time require the Buyer to deliver up the Goods and, if You fail to do so promptly, enter any of your premises or any premises of any third party where the Goods are stored in order to recover them.
Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the Buyer defaults in any of its payment obligations; (b) the Buyer commits a material breach of its obligations under this Contract and (if such a breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing of the breach; (c) any distress or execution is levied upon any assets of the Buyer; (d) a winding up petition is filed in relation to the Buyer, or where the Buyer is an individual they become subject to a bankruptcy petition or order; (e) the Buyer makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a Court of competent jurisdiction
for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Buyer; (f) the financial position of the Buyer deteriorates to such an extent that in the opinion of the Seller the capability of the Buyer adequately to fulfil its obligations in accordance with the Contract has been placed in jeopardy; or (g) the Buyer suspends,
or threatens to suspend payment of its debts and/or threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business.
Without limiting its other rights or remedies, the Seller may terminate the Contract: (a) by giving the Buyer 14 days’ written notice; or (b) with immediate effect by giving written notice to the Byer if the Buyer fails to pay an amount due under the Contract on the due date for payment.
Without limiting its other rights or remedies, the Seller shall have the right to suspend all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if: (a)
the Buyer fails to pay any amount due under this Contract on the due date for payment; (b) the Buyer becomes subject to any events listed in clause 12.1 or the Seller reasonably believes that the
Buyer is about to become subject to them.
On termination of the Contract for any reason: (a) the Buyer will immediately pay to the Seller all of their outstanding unpaid invoices and interest; (b) the accrued rights and remedies of the Seller as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
LIMITATION OF LIABILITY
Nothing in these Conditions shall limit or exclude the Seller’s liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or € defective products under the Consumer Protection Act 1987.
Subject to clause 11.1: (a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) the Sellers total liability to the Buyer in respect of all other losses arising under or in connection
with the Contract, whether in contract, ort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.
Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, are to the fullest extent permitted by law, excluded from the Contract.
This clause 11 shall survive termination of the Contract.
(a) For the purposes of this Contract, a Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or any failure of the Seller’s subcontractors to supply the Seller.
(b) The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(C) If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 14 days, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
ASSIGNMENT AND SUBCONTRACTING:
(a) The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or
all of its obligations under the Contract to any third party; (b) The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract or deal in any other manner with
all or any of its rights or obligations under the Contract.
DATA AND DATA PROTECTION:
(a) The Seller may use any information that the Buyer has provided to the Seller to enable a search to be made with credit reference agencies to assess the creditworthiness of the Buyer and to search against any personal credit records of all Directors and/or proprietors of the Buyer (in respect of which the Buyer confirms that all necessary consents from the individuals have been obtained) where
the Buyer has sought or has entered into credit terms with the Seller. Such searches may include a search against current or previous addresses in the last three years; (b) For the purposes of credit referencing, fraud prevention and any money laundering regulations that may apply, the Seller may share the account information and trade history with other lenders and credit reference agencies.
The Seller may from time to time review the account of the Buyer, and further searches of credit reference agencies and/or personal credit record searches may be undertaken by the Seller; (C)
Under the Data Protection Act 1998 those individuals referred to in clause 12.3(a) above have the right to apply for a copy of the information about them held by the Seller, for which the Seller may charge a small fee, and have the right to correct any inaccuracy in any such information held.
WAIVER AND CUMULATIVE REMEDIES:
(a) A waiver of any rights under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Seller in
exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of
such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy; (b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and
do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
No partnership: Nothing in the Contract is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
Third Parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
Variation: Except as set out in these Conditions, any variations, including the introduction of any additional terms and conditions by the Buyer, to the Contract, shall only be binding when agreed in writing and signed by the Seller.
Governing Law and Jurisdiction: This Contract, and any dispute or claim arising out of or in connection with or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.