Terms and Conditions of Sale for Business Customers
Interpretation: In these Conditions, the following definitions apply:
Contract:the contract between the Seller and the Customer for the supply of Goods and/or Services in accordance with these Conditions. This may be in the form of Seller’s quotation signed by both parties, or Seller’s signed Order Confirmation.
Customer: the person or firm who purchases the Goods from the Seller.
Goods: the goods (or any part of them) as set out in the quotation.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: Customer's written acceptance of the Seller's quotation.
Seller:Crotus Consultancy Limited, incorporated and registered in England and Wales with company number 10678094 whose registered office is at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ
- Unless otherwise expressly agreed in writing by the Seller 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 Order constitutes an offer by the Customer to purchase 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 Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Seller'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 have any contractual force.
- Any quotation given by the Seller shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue or for the period specified in the quote.
- Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
Delivery of Goods:
- The Seller 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 Seller notifies the Customer that the Goods are ready.
- Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
- Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the 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 Customer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- The Seller is responsible for the condition of the goods until the goods are received by the Customer, or by someone else they have nominated to receive them on their behalf like a neighbour.
- The Seller may deliver the Goods by instalments.
Warranty: Where the Goods are found to be defective, the Seller shall, replace defective Goods free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions;
- the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
- the defect being due to faulty design, materials or workmanship;
- Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
- Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller
- The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods in the event that the Price has already been paid.
- The remedies contained in this Clause are without prejudice and subject to the other Conditions herein..
No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
- the correspondence of the Goods with any description or sample;
- the quality of the Goods; or
- the fitness of the Goods for any purpose whatsoever.
No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
- the correspondence of the Goods with any description;
- the quality of the Goods; or
- the fitness of the Goods for any purpose whatsoever.
- Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.
- For the avoidance of doubt the Seller will not accept any claim for consequential or financial loss of any kind however caused.
- No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
Limitation of Liability
- Where any court or arbitrator determines that any part of Clause above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price.
- Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
- This clause shall survive termination of the Contract.
Title and Risk
- The risk in the Goods shall pass to the Customer on delivery.
- Title to the Goods shall pass to the Customer once the Seller has received payment in full (in cash or cleared funds).
Price and Payment
- The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Seller's published price list as at the date of delivery.
- Unless specifically stated otherwise, shipping and handling charges will be determined by quotation.
The Seller may by giving notice to the Customer at any time up to 30 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods to the Seller that is due to:
- any factor beyond the control of the Seller (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
- any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Seller adequate or accurate information or instructions in respect of the Goods.
- The Customer shall pay for the Goods in full before delivery.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.
Termination: Except as provided below the Customer has the right to cancel the order for goods the moment the order is placed and ends 14 days from the day they receive the goods. Provided that the Customer will have:
- no right to cancel where the packaging of the Product supplied has been opened and otherwise interfered with in whole or in part.
- The Customer must return the goods at their own cost within 14 days of cancelling the order. The Seller will refund the customer within 14 days of either receiving the goods back.
- Neither party shall be liable for any delay or failure in performing its obligations under the Contract as a result of a Force Majeure Event. For the purposes of the Contract, 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 Seller 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 default of Sellers or subcontractors.
- If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 21 days, the Seller shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
Intellectual Property Rights
- Where any Goods supplied by the Seller embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.
- The Buyer will indemnify the Seller against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.
- In the event that the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods.
- All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
General: Assignment and other dealings:
- 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.
- The Customer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
- If any provision or part-provision of the Contract 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 the Contract.
- If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- The waiver by Seller of any breach of any of Buyer's obligations under this Contract shall not be construed as a waiver of any other prior or subsequent breach and Seller's rights shall not be affected by any delay, failure, or omission to enforce any obligation of Buyer.
- Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- Governing law and Jurisdiction: The Contract and any dispute or claim arising out of or in connection with it 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.
- Entire Agreement: These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.