Page 2 - Capco Office Supplies Price List, design and production Connell Marketing Associates

Terms and Conditions
ITEM CODE
1. Definitions
In these conditions:
“the Company” means Capco Interior Supplies Ltd.
“the Buyer” means the person, firm or company with
whom the company contracts.
“the Contract” means the contract made between the
Company and the Buyer.
2. Quotation
A quotation is for information only and no order placed
pursuant thereto shall be binding on the Company
unless and until such order is accepted in writing by
the Company.
3 Conditions of Contract
Any Contract made between the Company and the
Buyer shall be subject to these conditions which shall
supersede all previous conditions of sale of the
Company. Any other conditions stipulated or referred
to by the Buyer shall not be incorporated in the
Contract.
4. Price
(a) The price quoted excludes value added tax which will
be charged at the rate applicable at the date of invoice.
(b) Notwithstanding this quotation, the Company reserves
the right to charge the price ruling at the date of
despatch unless the Company agrees otherwise in
writing.
(c) Any one order of £15.00 nett value or less will be
charged at £15.00.
(d) The price is quoted on an “Ex Works” basis. The
Company reserves the right to make such additional
charges as it deems appropriate for packing, carriage
and delivery.
(e) Offloading shall be performed at the sole expense and
risk of the Buyer.
5. Payment
(a) Monthly credit account - current month + 30 days.
(b) Non-credit accounts - payment shall be made in full
with the Buyer’s order.
(c) The Company shall be entitled at any time in its
absolute discretion to request payment in full in
advance of delivery of the goods or the performance
of further work and failure by the Buyer to pay within
the period specified by the Company shall entitle the
Company to suspend performance of its obligations
under the Contract or to terminate the Contract.
(d) The Buyer shall not be entitled to delay nor to withhold
payment in full or in part for any reason whatsoever
including any alleged defence set-off or counterclaim
and payment shall accordingly be made on the due date
without deduction.
(e) The Company shall be entitled to interest on the price
or any balance thereof not paid by the due date at the
rate of 6% per annum above the base lending rate of
Barclays Bank plc from the due date until actual
payment.
6. Liability
(A) (a) Goods not manufactured by the Company.
(i) The Buyer acknowledges that the Company is not the
manufacturer but merely a wholesaler and that the
Company is not therefore responsible for the process
of manufacture.
(ii) The Buyer further acknowledges that in purchasing the
goods the Company may have been obliged to contract
on terms and conditions of sale of the Company’s
Supplier and that there is every likelihood that such
terms and conditions contain Clauses excluding or
restricting the liability of the Supplier.
(iii) Therefore, if within the guarantee period recognised
by the Company or its Supplier the goods prove
defective due to faulty materials workmanship or
design or if the goods fail to accord with the contractual
description or specification, the liability of the Company 10. Lien
hereunder shall be limited to the repair or replacement
or the refund of the price of the goods (the choice to be
that of the Company in its sole discretion) provided
that in any event the Company’s liability shall not
exceed the liability to the Company of the Company’s
Supplier, the intention being that the Company shall
not be liable for any sum or obligation which it has not
first recovered or secured from its Supplier.
7. Risk and Title
(a) All goods shall remain the absolute property of the
Company until they have been paid for in full.
(b) So long as the goods remain the absolute property of
the Company the Buyer shall hold the goods as bailee
only and shall keep them clearly marked as the property
of the Company and separate from other goods in the
Buyer’s possession and the Company shall as bailor
be at liberty to enter upon the premises of the Buyer
for the purpose of repossessing the goods at any time
prior to payment in full therefor without prejudice to
any other right which the Company may have against
the Buyer under the Contract.
(c) So long as the goods have not been paid for in full,
then as between the Company and the Buyer, the Buyer
may re-sell the goods only as the agent of the Company.
2 © 1997 Capco Interior Supplies
DESCRIPTION
To the extent of any sum owed to the Company by the
Buyer in respect of the goods the Buyer shall account
to the Company for the proceeds of any such re-sale
and such proceeds shall be kept separate from any
other monies of the Buyer.
(d) So long as the goods have not been paid for in full
they shall remain the absolute property of the Company
if affixed to land or any buildings thereon and shall not
become fixtures. The Company shall have the right at
any time prior to payment therefor to sever the goods
from the said land or buildings for the purpose of
repossessing the same.
(e) Notwithstanding the above provisions relating to title
risk in the goods shall pass to the Buyer upon delivery.
8. Delivery
(a) The Company will make every effort to comply with
any delivery date as stated in the Contract but such
date shall constitute a statement of expectation only
and shall not be binding. If notwithstanding that the
Company has made every effort (and irrespective of
whether the date for despatch is expressed to be of the
essence of the Contract) the Company fails to comply
with the delivery date such failure shall not constitute
a breach of the Contract and the Buyer shall not be
entitled to treat the Contract as thereby repudiated nor
to rescind it or any related contract in whole or in part will be deemed to have accepted the goods as satisfactory
nor claim compensation for any such failure or for any
consequential loss or damage resulting therefrom.
(b) The Company shall not be liable to the Buyer for any
direct or consequential loss or damage suffered by the
Buyer in the event that the Company is prevented or
hindered from supplying the goods by any
circumstances beyond its control. If the Buyer requests
postponement of delivery or fails to accept delivery of
the goods the Company shall be entitled.
(i) To invoice such goods forthwith and the Buyer shall be
liable to pay the full price therefor.
(ii) To pay all costs forthwith and the Buyer shall be liable
to pay the full price therefor.
(iii) To pay all costs and expenses occasioned thereby
(including a charge decided upon by the Company in
its absolute discretion for storage of the goods and any
additional charges for handling) and the goods shall
be held at the Buyer’s risk as from time of
postponement.
(c) If the Contract provides for delivery by instalments,
delays in delivery or non-delivery of any instalment
shall not entitle the Buyer to treat the Contract as
thereby repudiated nor to reject any other instalments.
(d) Any complaint of short delivery or of damage to goods
in transit must be notified to the Company in writing
otherwise than upon a consignment note or delivery
document within 48 hours of receipt of the goods and
any complaint of failure to deliver goods invoiced must
be so notified within 7 days of the date of the invoice.
In such circumstances the Company undertakes to
replace, repair or refund the price of any goods proved
to be damaged or lost in transit (the choice to be that
of the Company in its sole discretion) in which event
time for delivery shall be extended for such period as
the Company may require for such replacement or
repair.
(e) Save as expressly provided in these conditions the
Company shall not be liable in any manner whatsoever
for or in connection with any damage to or loss of the
goods in transit.
(f) Unless otherwise agreed, delivery will take place at the
Company premises.
9. Special Goods
Where goods are made to the Buyer’s specification by any
third party and are procured from the third party by the
Company for the Buyer, the Buyer undertakes full
responsibility for the suitability and accuracy of the
specification instructions or design which it may supply and
undertakes to indemnify the Company against any
infringement of any patent registered design trade mark
name copyright or like right and any loss, damage or
expense which it may incur by reason of such infringement
in any country.
Without prejudice to any other remedies which the
Company may have the Company shall in respect of all
debts due and payable by the Buyer to the Company have
a general lien on all goods and property belonging to the
Buyer in its possession (whether worked on or not) and
shall be entitled upon the expiration of 14 days notice to
the Buyer to dispose of such goods or property as it thinks
fit at any price in its absolute discretion and to apply any
proceeds of sale thereof towards the payment of such debts.
11. Insolvency
In the event that:
(a) The Buyer shall commit any breach of any contract
between the Buyer and the Company and shall fail to
remedy such breach (if capable of remedy) within a
period of 7 days from receipt of notice in writing from
the Company requesting such remedy, or
(b) Any distress or execution is levied upon any goods or
property of the Buyer, or
Capco Systems
SIZE PRICE EACH
mm £
(c) the Buyer offers to make any arrangements with or
for the benefit of its creditors or commits any act of
bankruptcy or being a limited company has a Receiver
appointed of the whole or any part of its undertaking
property or assets or an order is made or a resolution
is passed or analogous proceedings are taken for the
winding up of the Buyer (save for the purpose of
reconstruction of amalgamation without insolvency and
previously approved in writing by the Company).
The Company shall thereupon be entitled without prejudice
to its other rights hereunder forthwith to suspend all further
deliveries until the default has been made good or to
determine the Contract or any unfulfilled part thereof or at
the Company’s option to make partial deliveries.
Notwithstanding any such termination the Buyer shall pay
to the Company the price for all goods delivered up to and
including the date of termination and the Buyer shall have
to claim whatsoever against the Company arising out of
the termination or suspension of the Contract.
12. Tests
If the Buyer requests specific tests and inspection of the
goods, such tests are to be at the Company’s premises
unless otherwise agreed. If requested in writing
arrangements will be made for the Buyer’s representative
to observe such tests and inspection in which case the Buyer
after the satisfactory completion of such tests and
inspection.
13. Unsuitable Materials
The Company shall be entitled to reject any materials
supplied or specified by the Buyer which the Company in
its judgement considers unsuitable. Additional costs
incurred by the Company if such materials are adjudged to
be unsuitable will be charged to the buyer. Quantities of
materials so supplied by the Buyer shall be adequate to
cover nominal wastage.
14. Buyer’s Property
All property supplied to the Company by or on behalf of
the Buyer which is held by the Company for the purposes
of the Contract or in transit to or from the Buyer shall be
deemed to be entirely at the Buyer’s risk and the Company
shall not be liable for any loss of or damage to such property
whilst in the possession of the Company or in transit as
aforesaid unless such loss or damage is due directly to the
negligence of the Company. In no circumstances
whatsoever will the Company be liable for any
consequential loss or damage arising therefrom.
15. Health and Safety
The attention of the Buyer is drawn to the provisions of
Section 6 of the Health and Safety at Work Act 1974. The
Company will make available upon written request such
information on the design, construction and installation of
the goods as is in its possession to ensure that as far as is
reasonably practicable they are safe and without risk to
health when properly used. The Company shall not be
responsible for any loss or damage or injury to any person
caused by misuse or miss-storage of the goods.
16. Statements and Representations
The Buyer acknowledges that in entering into the Contract
with the Company, the Buyer is not relying upon any
representation or statement made by the Company, its
servants or agents and that these terms represent the entire
terms of the Contract between the Buyer and the Company.
Any error, omission, misrepresentation or miss-statement
in the Contract or in the course of negotiations leading
thereto shall not entitle the Buyer to rescind the Contract
nor shall the Buyer be entitled to any damages or
compensation in respect thereof.
17. Waivers
The Company’s rights and remedies shall not be prejudiced
by any indulgence or forbearance to the Buyer and no
waiver by the Company of any breach by the Buyer shall
operate as a waiver of any subsequent breach.
18. Severance
If at any time any one or more of the provisions of these
conditions becomes invalid, illegal or unenforceable in any
respect under any law, the validity and enforceability of
the remaining provisions hereof shall not in any way be
affected or impaired thereby.
19. Notices
Any notice required to be given hereunder in writing shall
be deemed to have been duly given by either party to the
other if sent by first class post, telex or facsimile copier
addressed to the other party at its principal place of business
or last known address. In the case of first class post, the
notice shall be deemed to have been duly received the next
postal delivery day and in the case of telex or facsimile
copier the notice shall be deemed to have been received
immediately at the conclusion of the transmission.
20. Law
These conditions and each and every contract made
pursuant thereto shall be governed and construed in all
respects in accordance with the laws of Great Britain.