For the purpose of these Conditions, the following definitions apply:
(a) “Business Day” means a day (other than a Saturday, Sunday or a public holiday) when any one of Barclays Bank, Lloyds TSB Bank and Royal Bank of Scotland is open for business in London.
(b) “Commencement Date” means the date on which the Supplier receives the deposit (as stipulated in the Supplier’s proforma invoice) from the Customer in full and cleared funds;
(c) “Conditions” means the terms and conditions set out in this document;
(d) "Confidential Information" means any and all proprietary information labelled as "confidential" or which a reasonable person would know constitutes proprietary information.
(e) “Contract” means the contract between the Supplier and the Customer for the supply of Goods and/or Services comprising the Order, the Supplier’s acceptance and these Conditions;
(f) “Consumer” means any living person purchasing Goods or Services outside his business, within the meaning of The Consumer Protection (Distance Selling) Regulations 2000;
(g) “Customer” means the person or firm or other organisation which purchases the Goods and/or Services from the Supplier;
(h) “Delivery Location” means the location set out in the Order or such other location as the parties may agree;
(i) “Due Date” means the date for payment set out in the Order;
(j) “Goods” means the goods (or any part of them) set out in the Order;
(k) Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
(l) “Order” means the Customer’s order for the supply of Goods and/or Services, as set out in the Supplier’s proforma invoice;
(m) “Price” means the price for the Goods and or Services including value added tax;
(n) “Services” means the commissioning, installing and/or repairing the Goods or any other services set out in an Order;
(o) “Supplier” means Core Equipment Ltd which includes its employees, agents, consultants and subcontractors;
(p) “Suppliers Address” means the Supplier contact details (including email) provided on the quotation; and
(q) “Warranty Period” means the period of 12 months from the date of collection / delivery of the Goods.
2.1 The Contract will come into existence only upon (1) acceptance by the Customer of the Supplier’s quotation and (2) payment by the Customer of the deposit in full.
2.2 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.3 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.
2.4 Due to printing lead times, the terms and conditions in hard copy form may not reflect the most recent change. The most up to date terms and conditions can be found on the Supplier’s homepage at: www.core-equip.com and the Contract is made using the most recent version of those terms and conditions. The Customer is advised to check www.core-equip.com before entering into this Contract.
3.1 Unless the parties have agreed that the Supplier will deliver the Goods to an address nominated by the Customer, and the delivery charge has been paid by the Customer in advance, the Goods will be available for collection by the Customer from the manufacturer’s premises (in or outside of the United kingdom) at any time after the Supplier notifies the Customer that the Goods are ready.
3.2 Any dates quoted for collection / delivery of the Goods and/or Services are approximate only.
3.3 If the Customer fails to collect the Goods within a reasonable time, it will be liable for storage charges until date of collection in addition to the price if the price is still unpaid.
3.4 The Customer shall pay all taxes, permits and duties and other connected payments regarding the delivery of the Goods to the Delivery Location.
4.1 The Supplier warrants that at collection / delivery and during the Warranty Period the Goods shall:
4.1.1 conform in all material respects with their description;
4.1.2 be free from material defects in design, material and workmanship; and
4.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
4.2 If the Customer gives notice in writing during the Warranty Period and within three Business Days of discovery that the Goods do not comply with the warranty set out in clause 4.2, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.3 The Customer acknowledges that the warranty set out in clause 4.2 does not apply to any defect in the Goods arising from:
4.3.1 fair wear and tear;
4.3.2 wilful damage, abnormal storage or working conditions, accident, negligence by the Customer or by any third party; and
4.3.3 any alteration or repair by the Customer or by a third party who is not one of the Supplier’s authorised repairers.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4.5 The Customer acknowledges that the Supplier will not be liable to the Customer for any defect in the Goods which arise after the Warranty Period. Repair of any defect which arises after the Warranty Period would be subject to any Contract for relevant Services.
4.6 Attendance by the Supplier at the Customer’s premises, at the request of the Customer after delivery of the Goods or Services, does not of itself constitute an admission by the Supplier as to a breach of Warranty.
4.7 If the Customer requests that the Supplier undertakes any inspection or maintenance work during the Warranty Period, the Supplier reserves the right to charge the Customer for all costs and expenses where it is discovered that there is no fault with the Goods.
5.1 The risk in the Goods shall pass to the Customer when the Supplier notifies the Customer in writing that the Goods are available for collection from the manufacturer’s premises. The Customer is advised that to minimise risk of loss it should at that stage immediately take out insurance cover in respect of the value of the Goods. The Customer is also advised that liability limits for shippers and carriers are normally significantly less than the value of the goods concerned and that the Customer should investigate and arrange both additional limits with the shipper or carrier and suitable insurance cover.
5.2 The provisions above as to risk shall apply irrespective of whether the Customer collects the Goods or the Supplier agrees separately to arrange delivery from the manufacturer’s premises.
5.3 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods and/or Services and any other money due to the Supplier.
5.4 Until title to the Goods has passed to the Customer, the Customer shall:
5.4.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property.
5.4.2 maintain the Goods in satisfactory condition; and
5.4.3 notify the Supplier immediately if it becomes subject to any of the events listed in clauses 9.1.2 – 9.1.3; and
5.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses 9.1.1 - 9.1.3, the following shall apply:
5.5.1 the Customer’s right to possess the Goods shall cease immediately; and
5.5.2 the Supplier may enter any premises of the Customer or of any third party where the Goods have been installed and/or stored, in order to recover them.
6.1 The Customer shall:
6.1.1 ensure that the terms of the Order are complete and accurate;
6.1.2 ensure that it takes out appropriate insurance for the Goods once they are ready for collection;
6.1.3 where the supplier has agreed to arrange delivery of the Goods, provide sufficient access for arrival and unloading of the Goods;
6.1.4 co-operate with the Supplier relating to the Services; and
6.1.5 provide the Supplier with access to the Customer’s premises and all power, light, water, drainage and any other facility reasonably required by the Supplier to provide the Services;
6.2 The Customer acknowledges that liquids/consumables are to be provided to the Supplier for testing purposes. The Customer shall be liable for all costs associated with the use of any liquids/consumables during the installation and testing/commissioning of a machine.
6.3 Before the Supplier undertakes the Services, the Customer shall provide the Supplier with any necessary information, including, but not limited to the following:
6.3.1 concealed electricity, gas, water conduits or similar installations; or
6.3.2 any other obstruction which may give rise to danger or personal injury.
6.4 The Supplier shall not be liable to the Customer for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Customer’s failure to comply with clause 6.3.
6.5 The Customer shall be liable for and indemnify the Supplier for all costs, expenses, damages and other losses incurred by the Supplier in the event of the Customer breaching any of its obligations herein.
7.1 The Supplier reserves the right to increase the Price, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services.
7.2 Any deposit or other prepayment by the Customer is non-refundable, including but not limited to (a) where the Customer purports to cancel the Order after acceptance by the Supplier or (b) the Customer fails to collect the Goods when available for collection or (c) on the ocurrence of any of the circumstances mentioned in clauses 9.1.1-3 below.
7.3 If the Customer fails to make any payment due to the Supplier under the Contract by the Due Date, the Supplier shall have the right to charge (a) an administration fee of £250 plus value added tax to cover its costs and (b) interest on the overdue amount at the rate of 8% above the base rate of the Bank of England from the Due Date to the date of payment.
8. Limitation of liability
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
8.1.1 death, personal injury or fraud;
8.1.2 breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the supply of Goods and Services Act 1982 (title and quiet possession); and
8.1.3 defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1:
8.2.1 the Supplier shall not be liable to the Customer for loss of profits, business, goodwill or reputation, and nor for indirect or consequential loss arising under or in connection with the Contract; and
8.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract is limited to:
220.127.116.11 £10,000 in respect of property damage; and
18.104.22.168 in respect of all other loss or damage, the replacement of the Goods or Services or, at the Supplier’s option, the refund or cancellation of the Price for the Goods or Services.
8.3 The Customer acknowledges that if the Supplier installs part of a production system/line or modifies or updates a production process, that the Supplier is not responsible/liable for making the remainder of the production line or system operational, unless the Supplier has been contracted and paid to do so.
8.4 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.
8.5 This clause 8 shall survive termination of the Contract.
9.1 The Supplier shall have the right to suspend deliveries or terminate the Contract with immediate effect and claim damages for all its costs, losses and expenses if:
9.1.1 the Customer fails to pay any amount due under this Contract on the Due Date (or any other date agreed by the Supplier to the Customer in writing) for payment; or
9.1.2 breaches any of the terms of the Contract without, in the case of a remediable breach, remedying the same within 14 days;
9.1.3 the Customer (being an individual) is the subject of a bankruptcy petition or order; or
9.1.4 the Customer (being a company) enters into an arrangement with its creditors or goes into liquidation or administration or equivalent under any relevant jurisdiction.
10.1 Where the Customer is a Consumer, this clause 10 shall apply in addition to all other Conditions contained in the Contract, save for clause 8.4.
10.2 If the Supplier is undertaking Services at the Customer’s premises, the Supplier will make good any damage caused in the performance of such Services. However, where the Customer fails to disclose any of the matters referred to in clause 6.3, the Supplier shall not be liable to the Customer for any damage caused.
10.3 Where the Contract is made at a distance between the Supplier and the Customer, either via the internet (including email), the phone or by fax, the following shall apply:
10.3.1 before delivery of the Goods and/or Services have taken place, the Customer has the right (by giving notice in writing to the Suppliers Address) to cancel an Order and be refunded with any payment made in advance for Services that have not been provided, or Goods that have not been delivered; and
10.3.2 if the Customer is unhappy with the Goods or changes his mind for any reason, and provided the Customer notifies the Supplier in writing at the Supplier’s address within 7 Business Days from collection / delivery of the Goods, the Supplier will, at the Customer’s expense, collect the Goods from the Customer’s premises and reimburse the Customer for the Price, less the Supplier’s costs in collecting the Goods, within 30 days of collection.
10.4 The Consumer has legal rights in relation to Services not carried out with reasonable skill and care and Goods that are faulty or not as described. Any complaint is to be directed to the Suppliers Address. Consumers can obtain advice about their legal rights from their local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Conditions will affect these legal rights.
11.1 The Customer acknowledges and agrees that his or her personal data will be processed by and on behalf of the Supplier in connection with the Order.
11.2 The Supplier may use and retain the personal data provided by the Customer to:
11.2.1 provide the Goods and/or Services;
11.2.2 process payment for such Goods and/or Services; and
11.2.3 inform the Customer (either via email, post or telephone) about similar products or services that the Supplier provides.
11.3 If the Customer does not wish to receive information from the Supplier pursuant to clause 11.2.3, then the Customer must notify the Supplier in writing.
11.4 The Customer agrees to provide real, current and accurate information, including a valid and current email address, at all times. The Customer shall inform the Supplier as soon as possible if any of their details change, so that the Supplier can keep their records up to date.
12.1 The Supplier explicitly retains ownership of all Intellectual Property Rights in the Goods and/or Services.
12.2 All data and/or information provided by the Supplier to the Customer must be returned at the Supplier’s first request.
12.3 The parties agree that they will each, at all times, keep strictly private and confidential any and all Confidential Information that they acquire from each other as a consequence of contracting with each other under these terms and conditions, except for disclosing any such information (i) which they may be (and then only to the extent they are) entitled or bound to disclose under compulsion of law or where requested by any regulatory agency or (ii) to their professional advisers where reasonably necessary for the performance of their professional services.
13.1 The Supplier shall not be liable to the Customer for any delay or failure to perform its obligations under this Contract for reason of any event beyond his reasonable control.
13.2 The Supplier may (but the Customer may not) assign the Contract or any part of to any other party.
13.3 Any claim for damages by the Customer must be commenced within 6 months of collection / delivery of the Goods or Services.
13.4 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
13.5 Failure or delay by a party in exercising any right or remedy under the Contract shall not be construed as a waiver of any of its right under the Contract.
13.6 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
13.7 The Contract is made for the benefit of the Supplier and Customer only and cannot be enforced by anyone else.
13.8 This Contract, and any dispute or claim arising out of it or in connection with it, shall be governed by, and construed in accordance with English law.
June 2012 edition
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