Terms & Conditions

CROFTS & ASSINDER LIMITED (THE COMPANY)

CONDITIONS OF SALE

1. INTERPRETATION

Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours the period from 8.00 am – 5.00 pm Monday – Thursday, 8.15am – 12.30 pm Friday on any Business Day.
Company: Crofts & Assinder Limited (registered in England and Wales with company number 01237954).
Conditions: the standard terms and conditions of sale set out in this document.
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods comprised of the Order and these Conditions.
Customer: the person or firm who purchases the Goods from the Company.
Force Majeure Event: has the meaning given in clause 13.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Specification: any specification for the Goods, including any related plans and drawings, that is supplied to the Company by the Customer and agreed in writing by the Company, or produced by the Company and agreed in writing by the Customer.
Construction. In these Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- a reference to writing or written includes faxes but not e-mails.

2. BASIS OF CONTRACT

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in, any documents of the Customer that is inconsistent with these Conditions.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Company and the Customer for the sale of the Goods.
A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

3. DELIVERY

Time for delivery is an estimate but is not guaranteed. The Customer shall have no right to damages or to cancel the order for any failure to meet any delivery time stated.
The date of delivery shall in every case be dependent upon the receipt of all necessary information, final instructions, and/or approvals, from the Customer. Alterations by the Customer in design, specification or quantities required may result in delay in delivery and/or an increase in costs which shall be payable by the Customer.
The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Company notifies the Customer that the Goods are ready.
Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
If the Company fails to deliver the Goods within 3 months of the delivery date communicated by it to the Customer or, if no delivery date has been communicated to the Customer, then within 3 months of the date the Order was accepted by the Company in accordance with clause 2.3, the Customer shall have the right to terminate the applicable Order. Such right to terminate the applicable Order shall be the Customer’s sole and exclusive remedy for the Company’s failure to deliver as set out in this clause 3.5. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Customer fails to accept delivery of the Goods at the time they are dispatched by the Company then, except where such failure or delay is caused by a Force Majeure Event, the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
If 10 Business Days after the Company dispatched the Goods, the Customer has still failed to accept delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
The Company will use reasonable endeavours to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these Conditions.
Unless otherwise expressly agreed any packaging supplied by the Company is intended to be only sufficient to protect the goods for all normal conditions of transit to the Customer and for that normal period of transit only.
The Company expressly reserves the right to effect delivery of any Goods in whatever form the Company may consider to be most appropriate.
The costs of delivery shall be payable by the Customer in accordance with clause 6.4.
A delivery note or notes accompanying the Goods must be signed on receipt. In the case of non-delivery of Goods written notification of non-delivery shall be given to the Company within 14 days of the relevant invoice.

4. RISK & TITLE

Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration of the Goods:-
- if the Company delivers the Goods by its own transport at the time when the Goods or a relevant part thereof arrive at the Delivery Location, or
- in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of the Company whether or not the Company arranges transport and where the Goods are delivered by carrier, any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions,
  and the Company’s liability for any defects for which the Company may be responsible in accordance with this clause 4.1 shall be subject to clause 5.
Notwithstanding delivery of, and the passing of risk in, the Goods, property in, and title to, the Goods shall remain with the Company until the Company has received payment of the full price of (a) all Goods the subject of the Contract and (b) all other goods supplied by the Company to the Customer under any contract whatsoever.
Until property in, and title to, the Goods passes to the Customer in accordance with clause 4.1, and without prejudice to any of the Company’s other rights:
- the Customer shall insure the Goods which are on or at the Customer’s premises or have been delivered elsewhere on the instructions of the Customer against all risk and shall if required to do so in writing by the Company, prove to the Company that such insurance has been effected;
- the Customer shall not remove any nameplates, markings or signs affixed to the Goods by the manufacturer or by the Company and shall keep the Goods marked and apart from all other goods so as to distinguish and separate the Goods from other goods;
- the Customer shall retain the Goods in a fiduciary capacity as bailee for the Company and shall not without the prior written consent of the Company sell the Goods or any part of them;
- the Company shall be entitled to immediate re-delivery of the Goods and to re-sell the Goods at any time after the due date for payment or before such date in the case of the occurrence of any of the events referred to in clause ‎12.1 (or if the Company has reasonably grounds to believe that any of the events referred to in clause 12.1 may occur) and for the purpose of such recovery and/or re-sale of the Goods the Company shall be entitled and the Customer hereby grants to the Company its officers, servants and agents a licence to enter upon the premises or property of the Customer during normal Business Hours and to remove the Goods (including dismantling and/or separation from other goods to which the Goods are attached and/or severance from the realty when necessary).
The exercise by the Company of its rights against the Customer under this clause ‎4 shall be without prejudice to any rights of the Company to claim against the Customer for additional losses suffered by the Company as a result of the Customer’s breach of Contract and this clause 4 shall not prejudice or affect the rights of the Company to claim from the Customer the price of the Goods.

5. QUALITY

The Company warrants that on delivery, and for a period of 12 months from the date of delivery (or in the case of Goods not manufactured by the Company within the guarantee period specified by the manufacturer of such item) (Warranty Period), the Goods shall:
- conform in all material respects with their description and any applicable Specification; and
- be free from material defects in design, material and workmanship.
Subject to clause 5.3 and 5.4, if:
- the Customer gives notice in writing to the Company during the Warranty Period as soon as is reasonably practicable and in any case:
  - within 14 days of delivery in relation to defects apparent on reasonable inspection; and
  - within 7 days of discovery of any latent defects, that some or all of the Goods do not comply with the warranty set out in clause 5.1;
- the Company is given a reasonable opportunity to examine such Goods which shall be retained by the Customer and to investigate any complaint (and the Customer, if requested, takes all steps necessary to enable to Company to do so); and
- the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost,
- the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. The Company’s chosen option shall represent the Customer’s sole remedy. The Company shall have no liability to the Customer for defects unless notified to the Company in accordance with this clause.
The Company shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if:
- the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2.1;
- the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
- the Customer alters or repairs such Goods without the written consent of the Company; or
- the defect arises as a result of fair wear and tear, misuse, willful damage, negligence, or abnormal storage or working conditions.
The Company shall not be liable for loss or damage in respect of the use or on-sale of Goods after the Customer becomes aware of a defect or circumstances which should have reasonably indicated to the Customer that a defect existed.
Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

6. PRICES

The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
The prices are unless otherwise stated quoted net ex-works exclusive of VAT and are subject to fluctuation in the event of any increase in the cost of labour due to local or national awards or increases in the cost of materials or overheads. Any increase in such costs during the period between acceptance of the Order and delivery may be added to the quoted price.
If the Customer requires any alteration in design or Specification the Company shall be entitled to make an adjustment of the contract price corresponding to the costs of such alteration.
Pursuant to clause 3.12 above the cost of carriage and packaging shall, unless otherwise agreed in writing by the Company be an additional charge payable by the Customer and is not refundable. The costs and charges of packing, insurance and transport of the Goods shall be invoiced to and paid by the Customer when it pays for the Goods.
If the Buyer requires fixed prices in advance for any Goods the Company will provide a written quotation, specifying that the prices are fixed, which will remain operative for 30 days from date of issue in accordance with clause 2.6. Any fixed prices provided by the Company shall be subject to the Company’s right to amend such prices in accordance with clauses 6.2 and 6.3.
The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the rate in force at the time the Goods are dispatched to the Customer.

7. TERMS OF PAYMENT

Credit accounts can be opened on receipt of satisfactory bank and trade references and by completing the Company’s credit application form.
The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.
All Goods supplied by the Company shall be paid for by the Customer, in full and cleared funds within 30 days of the date of the relevant invoice.
Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
If full payment of any amount due to the Company by the Customer is not made within 30 days of the relevant due date the Customer shall pay the Company interest on the overdue sum from the due date at the rate of 5% per annum above the base rate of HSBC Bank Plc in force from time to time (but at 5% per annum when that base rate is below 0%), such interest being calculated by reference to the entire period from the date of issue of the relevant invoice to the date of actual payment, such interest accruing daily.
Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoice in accordance with these Conditions.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. CATALOGUE AND DIMENSIONS

The Goods are described in the Company’s catalogue as modified by, or as set out in, any applicable Specification.
The Company reserves the right to alter or change dimensions of the Goods supplied within reasonable limits having regard to the nature of the Goods. Dimensions specified by the Company are to be treated as approximate only unless the Customer specified states in writing that exact measurements are required.

9. LIABILITY

Nothing in these Conditions limits or excludes any liability which cannot legally be limited, including liability for:
- death or personal injury caused by a party’s negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 12 of the Sale of Goods Act 1979.
Subject to clause 9.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, or indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by the Company, its employees, agents or subcontractors).
Subject to clauses 9.1 and 9.2, the Company’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by the Company, its employees, agents or subcontractors, shall not exceed the price of the Goods.

10. INTELLECTUAL PROPERTY

All drawings, documents, patterns, samples and any other information or intellectual property owned and/or supplied by the Company, or on behalf of the Company, directly or indirectly to the Customer (“Company Property”) are supplied on the strict understanding that copyright in the Company Property is reserved to the Company (or its third party licensors (if applicable)) and that the Customer will not without the prior written consent of the Company, either give away, loan, exhibit or sell any Company Property (or extracts there from or copies thereof), or use or disclose them in any way.
The Customer agrees to not copy and sell any products of the Company.

11. CUSTOMERS DRAWINGS

Where the Customer has requested Goods to be manufactured in accordance with a Specification / drawings and any accompanying information, advice and recommendations provided by or on behalf of the Customer (together “Customer Instructions”), it shall be solely responsible for ensuring that such Customer Instructions are accurate, correct and suitable for the purpose. The Company shall have no design responsibility or liability for Goods manufactured in accordance with any Customer Instructions (to the extent that such liability arises from complying with Customer Instructions) unless the Company specifically agrees in writing to accept responsibility for such design.
To the extent that the Goods are to be manufactured in accordance with any Customer Instructions, the Customer shall indemnify the Company and keep it indemnified against all liabilities, costs, expenses, damages and losses (including all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for:
- actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with; or
- defects in the Goods caused directly by, the Company’s use of or compliance with such Customer Instructions.

12. TERMINATION

Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of these Conditions and (if such a breach is remediable) fails to remedy that breach within seven days of the Customer being notified in writing to do so;
- the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
- the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract (or any other contract between the Customer and the Company) if the Customer becomes subject to any of the events listed in Clause 12.2 – 12.4, or the Company reasonably believes that the Customer is about to become subject to any of them.
Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract (other than an obligation to pay money) to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, volcanic activity, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. The time for performance of such obligations shall be extended accordingly.
If the period of delay or failure to perform continues for 3 months or more, the party not affected may terminate the Contract by giving 7 days’ written notice to the affected party.

14. LEGAL

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed and interpreted exclusively according to the Law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

15. MISCELLANEOUS

The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
These Conditions and the Contract shall not create or evidence or be deemed to create or evidence any agency partnership between the Company on one hand and the Customer or any third party on the other.
No persons other than the Company and the Customer shall have any rights under the Contracts (Rights of third Parties) Act 1999 to enforce any of the Conditions of this Contract and the Company and the Customer reserve the right to amend the Contract without giving notice or requiring the consent of any third party.
The Customer shall comply with all applicable laws, statutes, regulations in force from time to time relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010. Upon reasonable request by the Company the Customer agrees to provide information about the measures it has in place to comply with the Bribery Act 2010.