STANDARD CONDITIONS OF SALE
These Standard Conditions apply to all sales of equipment, goods or services provided by CMS Chemstore Engineering Ltd (trading as Chemstore Ireland or Chemstore UK) (“we/us/our”), and may not be varied except as specifically agreed by us in writing. Any terms or conditions quoted, referenced or stipulated by the customer (“you”) are excluded and inapplicable unless accepted by us in writing.
These Standard Conditions constitute the entire agreement between us and you. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or anyone on our behalf which is not set out herein.
We may accept orders directly or via an authorised agent, in which case we shall be the Principal and the contract will be between you and ourselves.
1) QUOTATIONS AND ORDER ACKNOWLEDGEMENTS
Every quotation, tender, pro-forma invoice, price list, brochure or similar document issued by us is made or issued subject to these Standard Conditions.
We reserve the right to withdraw or cancel any prices and any quotation or tender without notice at any time prior to acceptance. Unless otherwise stated, a quotation or tender shall be valid for a period of 30 days from the date of issue.
A quotation or price listing issued by us is not an offer. No order or obligation shall be binding on us unless and until we accept your order in writing by means of an Acknowledgement of Order. Thereafter any modification is only valid if we accept it in writing. An order must be accompanied by sufficient information to enable us to proceed.
We reserve the right not to accept any order if exceptional circumstances make acceptance economically unviable.
Upon receipt of your purchase order and our subsequent Order Acknowledgement, you will have entered into a binding contract, which may be cancelled only with written agreement from Chemstore. Cancellation of the project from this point onwards will incur costs payable up to and including 30% of the total purchase order value.
Upon receipt of the working drawings from Chemstore, the client has up to 10 working days to comment/review/accept the design and return. A reasonable review process is permitted, including up to three number design iterations, after which the client will become liable for design time for further revisions. This will be chargeable at a rate of £65/hour or €70/hour.
Failure to sign off a working drawing within a total period of one calendar month from the Chemstore date of Order Acknowledgement, will be recognised as your request to cancel the project and will result in costs payable by you, up to and including 30% of the total purchase order value.
Any discount from these agreed rates are solely at the discretion of Chemstore and must be provided in writing by Senior Chemstore Management.
Except where otherwise indicated by us, all prices exclude packing, transport, assembly and insurance charges.
We reserve the right to vary the price shown in our price list or quote to conform to the applicable price at the date of delivery if at that date our costs of manufacturing, procurement or delivery of the product(s) have increased by 10% or more since the date when the quotation was made or the order was placed.
We further reserve the right to vary the price in our price list or quote to take full account of any additional expenses not included in the price list or quote where such additional expense is attributable to:
(a) a modification in design or specification at your request;
(b) suspension of the manufacture or supply at your request;
(c) delays caused by your failure to supply adequate information or instructions; or
(d) delays owing to any other factor or circumstance beyond our reasonable control.
Prices quoted are exclusive of any applicable, of any chargeable tax, duties etc., which will be charged to you at the applicable rate in force.
A quotation covers only such goods and work as are specified within. However, where appropriate and at your request, we will submit a separate quotation for the assembly and installation of the goods in question.
3) SPECIFICATIONS AND DRAWINGS, ETC.
All drawings, descriptions, dimensions, illustrations, particulars of performance, specifications and statements advertised or submitted by us to you are approximate only and do not form part of the contract; whilst every effort will be made to ensure that the goods comply with the published specifications, we accept no liability for any error or omission therein.
All manuals, drawings, diagrams etc. supplied with the goods or in connection with the contract are copyright and may not be reproduced in whole or in part nor lent or given to third parties without our prior written consent.
Whilst we will make every reasonable effort to deliver or despatch the goods to a location set out in your order or such other location as may be agreed within the delivery period specified in the Acknowledgement of Order. Any such time or period is an estimate only and we accept no responsibility and shall incur no liability for any delay or failure to deliver within the time or period stated, nor for any loss consequent upon delays in such delivery, for any reason.
Where any delay or failure in completion or delivery are caused by any modifications or alterations requested by you or by circumstances beyond our reasonable control, you shall not be entitled to cancel the order or refuse to take delivery.
Unless otherwise agreed, deliveries are ex our works. Delivery of the goods shall be completed on the goods arrival at the delivery location.
We may deliver the Goods by instalment, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
If for any reason you are unwilling or unable to take delivery of goods ordered within 7 days of our notifying you that the goods are ready for despatch, the risk of loss of, or damage to, the goods shall pass to you and you shall either take delivery thereof or arrange for their storage.
If our storage facilities permit, we may store the goods at your risk, in which case you will be liable for our reasonable cost and charges of so doing.
Chemstore reserve the right to charge up to 1% of the total purchase order value, per week or part thereof, for storage at our facilities.
We reserve the right to charge, or discount from this agreed rate on a case by case basis.
5) DAMAGE OR LOSS IN TRANSIT
Risk in the Goods shall pass to you on completion of delivery. You must immediately inspect the Goods on receipt. Where goods are delivered other than ex works, no claim for damage for damage in transit, shortage of delivery or loss of goods will be entertained unless:
In the case of damage in transit or shortage on delivery, you give separate written notice of non-delivery of the goods to the carrier concerned and to us within 24 hours of receipt of the goods, followed by a complete and detailed claim in writing within 2 days of receipt of the goods; or
In the case of loss or destruction of the goods in transit you give separate written notice of non-delivery of the goods to the carrier concerned and to us within 24 hours of the date of the advice or despatch note relating to such goods.
Subject to claims made in accordance with this condition being accepted and complied with, we will repair or replace free of charge goods lost, damaged or destroyed in transit, but shall incur no further liability in respect thereof by way of damages or otherwise.
6) TERMS OF PAYMENT
Unless otherwise agreed in writing, payment for goods are net and shall be due within 30 days from the date of our invoice.
All amounts due to us shall be paid by you in full without any set-off, counterclaim, deduction or withholding.
Where a contract includes the supply of separate items or accessories, we reserve the right to deliver individual items or accessories separately; withholding of payment for delivered items on the grounds of non-acceptance or non-performance of the whole contract is not permitted.
We reserve the right to charge interest at the rate of 1.5% per month on all accounts which are overdue for payment.
Without prejudice to the foregoing in the event of you failing to comply with our terms of payment, we shall have the further right to discontinue forthwith the supply to you of any further products or services by way of installation, supply, storage, assembly or otherwise.
7) TRANSFER OF TITLE
We retain full title to the goods unless and until we receive payment in full (in cash or cleared funds) for the goods and any other goods that we have supplied to you.
Irrespective of whether title to the Goods remains vested in us, risk in the Goods shall pass to you upon delivery and you are responsible for and shall indemnify us against all loss or damage to the goods howsoever caused.
We shall be entitled at any time and without the need to give notice, enter upon any property upon which the Goods or any part are stored, or upon which we reasonably believe them to be kept.
Until title to the Goods has passed, you shall:
store the Goods separately from all other goods held by you so that they remain readily identifiable;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
notify us immediately if it becomes subject to any insolvency event;
give us such information relating to the Goods as we may require from time to time; and
permit us to enter upon your or 3rd party premises to examine the goods at any time during the hours of 9am to 5pm and upon giving you reasonable notice thereof.
8) FORCE MAJEURE
In the event that we shall be prevented from, or delayed in, delivering or completing an order by reason for Force Majeure we shall be at liberty to cancel or suspend that order without incurring any liability to you for any loss or damage resulting from the said cancellation or delay. For the purpose of this clause, “Force Majeure” shall mean requisition or interference by any government or local authority, war, strike, lockout, injury, riot, disease, act of God, earthquake, accident or any other circumstance whatsoever, whether of the same kind or nature as the above causes or not, over which we shall have no control.
9) RETURN OF GOODS
It is not our policy to accept returns of goods except where we are in error in terms of the quantity or type of the goods supplied. Should we ever agree to accept the return of goods, we will make a charge for administrative costs and where appropriate for rectification of the goods. You should never return goods to us without our prior approval in writing.
10) REPLACEMENT OF DEFECTIVE GOODS
If within 7 days after delivery of the goods you shall discover any inherent defect in the goods arising under proper use from faulty design (other than a design made, furnished or specified by you), materials or workmanship, you shall give us written notice thereof and we shall, upon being satisfied that such defect arose as aforementioned, make good such defect by replacement or repay (at our option).
In so far that any defective goods or parts thereof cannot be repaired on site, you shall promptly return the same to us carriage paid. If and when we accept responsibility to repair or replace the goods, then we will refund and pay all reasonable carriage costs.
We do not accept responsibility to repair or replace any defective goods or part thereof which have not been manufactured by us, but you shall in such cases be entitled to the benefit of such warranty or guarantee (if any) as may have been given by the manufacturer. Furthermore, we accept no responsibility for any direct or consequential loss arising from faulty goods supplied by us where the fault has arisen as a result of misuse or inadequate or improper handling or maintenance, modification, servicing or storage.
11) PATENTS OR REGISTERED DESIGNS
You shall indemnify us and hold us harmless from all damage, penalties, costs (including legal costs), liabilities and expenses to which we may become liable as a result of work done in accordance with your own specification or instruction which infringes of any letters patent or registered design.
12) DEFAULT OR INSOLVENCY
If you shall default on or commit a breach of these conditions or of any other obligations to us or if you shall enter into liquidation (whether compulsory or voluntary) or compound or seek to make arrangements with your creditors or have a receiver appointed of all or any part of your assets or take or suffer any similar action in consequence of debt, we shall have the right by written notice to you to terminate the contract forthwith, and without prejudice to any other right or remedy available to us at the date of termination, to recover from you the products supplied and any loss on sale of the products comprised in the contract.
13) PRODUCTS ACQUIRED ON BEHALF OF A CUSTOMER
We accept no liability to you for any form of direct or consequential loss or damage suffered by you or any third party arising from the use of goods or a part or parts thereof which not being of our manufacture were supplied by us at you specific request.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
15) LIMITATION OF LIABILITY
We shall not be liable to you for any loss of profit, expenses, claims (including legal costs) or any indirect or consequential loss (including loss occasioned by or arising from physical damage to property or equipment) howsoever arising under or in connection with the Contract.
Our total liability in respect of all other losses arising under or in connection with this Agreement (whether in contract, tort, including negligence or breach of statutory duty, misrepresentation, restitution or otherwise arising out of or in connection with this Agreement) is limited in aggregate to the contract value.
Nothing in the Agreement shall limit or exclude our liability for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, breach of any of the obligations under the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982, which may not be excluded by contract.
The provisions of clauses 37-39 shall survive termination of the Contract, however arising.
16) GOVERNING LAW
Any contract to which these conditions apply shall be construed and take effect in accordance with English Law and any disputes arising from or connected with the contract shall be subject to the non-exclusive jurisdiction of the courts of (Chemstore UK) England and Wales or (Chemstore Ireland) Republic of Ireland.