Terms and Conditions
CONTACTO LIMITED (“the Company”)
CONDITIONS OF SALE
In these conditions:
“Customer” means the person, firm or company with whom or with which the Company contracts;
“Contract” means the contract made or to be made between the Company and the Customer subject to these conditions;
“Goods” means all or any of the goods which the Company is to sell in accordance with the contract and any samples to be provided by the Company;
“Act of Insolvency” shall be deemed to mean and include any one or more of the following namely the passing of a resolution or the presentation of a petition for winding-up the presentation of a petition for the appointment of an administrator, the appointment of a receiver and/or manager or administrative receiver over the whole or any part of the Customer’s undertaking and assets, the making of a proposal for a voluntary arrangement within Part 1 Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with or the calling by the Customer of any meeting of its creditors generally, the levying of execution or distress or diligence on any of its assets, the failure to pay its proper debts as and when due, the presentation of a petition in respect of a bankruptcy order, an application for an interim order in connection with any proposals for a voluntary arrangement of the Customer’s affairs, anything analogous to any of the foregoing under the law of any jurisdiction.
2. BASIS OF CONTRACT
2.1 Any quotation submitted by the Company amounts to an invitation to treat and not an offer. The placing by the Customer of any order, written or oral, whether or not any quotation may have been submitted shall constitute an offer by the Customer. The Contract shall not be taken to have come into existence unless and until the Company shall have accepted the Customer’s order in writing.
2.2 Any alteration or qualification of these Conditions shall not be effective unless expressly agreed to in writing.
3.1 Any time or day quoted by the Company for delivery of all or any of the Goods is an estimate only. Time of delivery shall not be of the essence. The Company shall not be liable for any failure to meet any such estimate, nor for any loss, whether financial or otherwise, resulting directly or indirectly therefrom. All or any of the Goods may be delivered in advance of the quoted date for delivery.
3.2 Delivery of the Goods shall be made by the Company notifying the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.
3.3 Delivery will be free of charge for all goods invoiced in total in excess of £250.00 net to mainland United Kingdom destinations delivered via a three day Carrier and standard postal service.
3.4 The Company reserves the right to deliver by instalments.
3.5 Where the Goods are delivered in instalments (whether by agreement or pursuant to condition 3.4), each delivery shall constitute a separate contract and failure by the Company to deliver anyone or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
3.6 If the Customer fails to take delivery of or collect the Goods or fails to give the Company adequate delivery instructions at the time notified by the Company then the Company may (without prejudice to its other rights and remedies) store the Goods (on its own or any third party’s premises) and charge the Customer for its reasonable costs (including without limitation VAT costs of storage, carriage and insurance).
3.7.1 Notification of short delivery (measured by weight or number) or damage in transit must be made in writing to the Company within five working days of the receipt of the Goods.
3.7.2 Notification of non-delivery must be made in writing to the Company within 14 days after the date of the Company’s invoice.
3.7.3 The Company shall (subject to condition 3.7.4) make good at its option by reimbursement of the whole or part of the price(and where relevant, as a deduction from any part of the price remaining unpaid) or by repair or replacement any such non- delivery short delivery or damage notified as aforesaid and apart from such reimbursement or repair or replacement and in the absence of notification as aforesaid the Company shall not be liable for any such non-delivery short delivery or damage in transit nor for any loss, financial or otherwise resulting directly or indirectly therefrom.
3.6.4 The Company shall be under no liability to the Customer in connection with any damage or loss in transit where delivery takes place at the Company’s premises.
All descriptive and technical specifications, drawings, catalogues,illustrations and particulars of weight and dimensions supplied by the Company are approximate only and the Company reserves the right without notice to the Customer to alter such matters and to supply the Goods as so altered in performance of the Contract.
5.1 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after the Company has notified the Customer that the Company has tendered delivery of the Goods.
5.2 Any price quoted by the Company is based upon costs current as at the date appearing on the quotation. The actual price to be charged to the Customer under the Contract may be increased to take account of costs current as at the date of invoice. In accordance with the terms of these conditions, the Company shall be entitled at any time up to the date of the invoice to vary the price quoted to the Customer.
5.3 Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be payable by the Customer.
5.4 The Customer shall make payment in full on the 20th day of each month following the date appearing on the Company’s invoice notwithstanding that the delivery may not have taken place and the property in the Goods may not have passed to the Customer.Interest at the yearly rate of 4% over the base rate for the time being and from time to time of Barclays Bank plc will be charged on a daily basis on all monies outstanding after the due date until the actual date of payment (as well after judgment as before),and any discount referred to in the quotation, correspondence and/or elsewhere will not be allowed to the Customer.
5.5 Where payment is agreed to be made by instalments, any delay or default by the Customer in making payment in respect of anyone instalment shall render all the remaining instalments due forthwith, and interest will be charged in accordance with condition5.4 with immediate effect until the date of actual payment.
5.6 The Company may appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Company and the Customer) as the Company may think fit (notwithstanding any purported appropriation by the Customer).
6. RISK AND TITLE
6.1 Risk in the Goods shall pass to the Customer immediately on delivery to the Customer or into custody on the Customer’s behalf whichever is the sooner.
6.2 Notwithstanding delivery, property in and title to the Goods shall remain in the Company (which reserves the right to dispose of them) until the Company has received payment in cleared funds 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 other contract whatsoever.
6.3 Subject as herein provided, the Customer shall nevertheless be entitled to deal with the Goods in the ordinary course of business provided that:
6.3.1 The Customer shall not purport to dispose of property in and title to the Goods until delivery to its own customer;
6.3.2 The Customer shall first deal with the Goods that it has paid for and any payments received by the Company from the Customer shall first be appropriated to Goods dealt with by the Customer;
6.3.3 If the Goods are altered or any goods become attached to the Goods or if any part of the Goods is replaced such alteration,attachment or replacement shall not affect the Company’s property in and title to the Goods.
6.4 Until property in and title to the Goods passes to the Customer
6.4.1 the Customer shall hold the Goods as bailee for the Company and shall keep the Goods in such a way that they are readily identifiable as the property of the Company and shall keep the same properly stored, protected and insured and (unless and until dealt with by the Customer under clause 6.3) separate from all or any other goods whether belonging to the Company the Customer or any third party;and
6.4.2 the Company shall be entitled at any time to revoke the Customer’s power to deal with the Goods; and
6.4.3 the Customer’s power to deal with the Goods shall automatically cease if the Customer shall commit or be subject to any Act of Insolvency; and
6.4.4 the Customer shall not make any modification to the Goods or their packaging or alter remove or tamper with any marks, numbers or other means of identification used on or in relation to the Goods.
6.5 Upon determination of the Customer’s power to deal with the Goods under conditions 6.4.2 or 6.4.3, the Customer shall place the Goods at the disposal of the Company and the Company and its servants and agents are hereby irrevocably authorised without the need for consent of any third party using only such force as may be necessary, to enter upon any premises of the Customer or any third party for the purpose of removing the Goods.
7. TERMINATION AND SUSPENSION
Without prejudice to any rights and remedies available to it,the Company shall be entitled, forthwith on written notice to the Customer either to terminate wholly or in part the Contract and/or any other contract with the Customer or to withhold performance of all or any of its obligations under the Contract and/or any other contract with the Customer (and on the giving of such notice all monies outstanding from the Customer to the Company shall become immediately due and payable) if:
7.1 any sum owing to the Company from the Customer on any account whatsoever shall be unpaid after the due date for payment (in which event the Company shall have a general lien for any such sum on all and any property of the Customer in its possession);
7.2 the Customer shall refuse to take delivery of or collect any of the Goods in accordance with the terms of the Contract;
7.3 the Customer shall commit or be subject to any Act of Insolvency;
7.4 the Customer shall commit any breach of any contract (including without limitation the Contract) with the Company.
The Company shall be entitled to exercise its rights of termination or suspension hereunder at any time during which the event or default giving rise thereto shall not have ceased or been remedied,and, in the event of any such suspension, the Company shall be entitled to require, as a condition of resuming performance under the Contract, to require pre-payment of, or such security as it may stipulate for, the payment of any sum or sums due or to become due to it and/or to terminate as a result of the same event giving rise to the suspension. Any termination of the Contract (howsoever occasioned) or of any other contract pursuant to this clause shall not affect the coming into force or the continuance in force of any provision hereof or of such other contract which is expressly or by implication intended to come into or continue in force on or after such termination.
8.1 The Company shall make good at its option by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or by repair or by replacement any defect developing under normal use in the Goods and due solely to faulty design (except where supplied by or on behalf of the Customer) materials and/or workmanship; provided that:
8.1.1 any such defect in design materials workmanship shall have appeared within  months after delivery and shall have been thereupon promptly notified to the Company in writing;
8.1.2 the Company shall be under no liability in respect of any defect in the Goods arising from any drawings, design or specification supplied by the Customer;
8.1.3 the Company shall be under no liability in respect of any defect arising from fair wear and tear wilful damage, negligence,lack of proper maintenance or servicing, abnormal working conditions,failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval;
8.1.4 any Goods alleged to be defective are promptly made available to the Company for inspection and, if so required by the Company,are promptly returned at the Customer’s risk and expense to the Company’s works for inspection, and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design, materials and/or workmanship Provided always that where,as a result of such inspection, the Company does not consider in its reasonable opinion that such Goods are defective solely by reason of faulty design, materials and/or workmanship, the Customer shall forthwith on demand reimburse the Company its reasonable costs arising out of such inspection.
8.2 Where the Goods are sold or services are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) the statutory rights of the Customer are not affected by these conditions. Save as aforesaid the Company shall not(except in respect of death or personal injury caused by the negligence of the Company its officers employees or agents and any liability which cannot be excluded under Part I Consumer Protection Act1987) be liable to the Customer by reason of any representation or implied warranty, condition, or other term, or any duty at common law or under statute, or under the express terms of the Contract or otherwise on any common law, statutory or other basis whatsoever, for any injury and or loss and/or damage of any kind whatsoever and howsoever arising or arisen whether direct, indirect,consequential or special and howsoever caused (whether occasioned by the negligence of the Company or its officers employees or agents or otherwise and including without limitation any loss arising out of the liability of the Customer to any third party by virtue of Part I Consumer Protection Act 1987) resulting from or arising out of or in connection with the Goods (including without limitation any defect therein and/or any act or omission of the Company in connection therewith) except as expressly provided in these conditions.
8.3 Notwithstanding and without limitation to any other provision hereof in no event will the Company be liable under any terms of or otherwise in connection with the Contract for lost profits or any other incidental or consequential damages.
9.1 Where the Goods are supplied for export from the United Kingdom,the provisions of this clause 8 shall (subject to any special terms agreed in writing between the Company and the Customer)apply notwithstanding any other provisions of these Conditions.
9.2 Unless otherwise agreed in writing between the Company and the Customer, the Goods shall be delivered “Ex-Works” as defined by ‘Incoterms’. ‘Incoterms’ means the international rules for interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. The Company shall be under no obligation to give notice under section32(3) of the Sale of Goods Act 1979.
9.3 Payment is required with order.
10.1 The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of, any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its reasonable control.
10.2 No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver by the Company of any breach by the Customer of any of its obligations under the Contract shall not affect the rights of the Company in the event of any further or additional breach or breaches.
10.3 No Goods are to be returned in whole or in part by the Customer other than with the prior written consent of the Company.
10.4 The Contract is personal to the Customer, who shall not assignor in any way part with the benefit thereof without the Company’s prior written consent.
10.5 Each and every obligation contained in these conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non- enforceability of any other such obligation.
10.6 Any notice required to be given in writing under the Contract shall be given, where possible, by telex or facsimile transmission and otherwise by first class post addressed to the registered office of the party for which it is intended, or to such other address as may be notified in writing in accordance herewith for the purpose, and shall be deemed to have been received, in the case of a telex or facsimile transmission, upon transmission and,in the case of a letter, forty-eight hours after posting. In proving service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted.
10.7 The language of the Contract shall be English as understood in England, and all communications, whether written or oral, relating thereto shall be conducted in English.
10.8 The Contract shall in all respects be governed by and construed in accordance with English Law and the parties hereto hereby submit to the non-exclusive jurisdiction of the English courts.
10.9 All Literature, price lists or other documentation provided by the Company are protected by copyright and may not be reproduced in whole or in part without the prior written authority of the Company.