Terms and Conditions of Sale

1)         Definitions

a)         ‘Buyer’ - means the person who buys or agrees to buy the Goods from the Seller.

b)        ‘Conditions’ - means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

c)         'Delivery Date’ - means the date specified by the Seller when the goods are to be delivered.

d)        ‘Goods’ - means the articles which the Buyer agrees to buy from the Seller.

e)         ‘Price’ - means the price for the Goods excluding carriage, packing, insurance and VAT.

f)         ‘Seller’ - means Castlet Limited (Company Number 3729745)

 

2)         Conditions applicable

a)         These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms orconditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.

b)        All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

c)         Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

d)        Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by a duly authorised representative of the Seller.  The Seller will on request supply a list of representatives authorised at that time to sign on the Seller’s behalf

 

3)         The Price and payment

a)         The Price shall be the Seller’s quoted price.  The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

b)        Payment of the Price and VAT shall be due within 30 days of the date of the date of the invoice, or date in contract.  Time for payment shall be of the essence.

c)         Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.  The percentage is in accordance with current legislation and contained within Late Payment of Commercial Departments (Interest) Act 1998.

d)        All prices quoted by the Seller are based upon these Conditions and reflect the limitations on the Seller’s liability which they contain.  Should any customer wish to contract with the Seller otherwise than on these Conditions special arrangements can be made and a revised price quoted by the Seller.

e)         In addition to the Price the Seller will charge for packing carriage and insurance (if applicable) at cost.  Unless special instructions are given no insurance will be arranged

f)         Any increase in costs arising from any act, omission or special requirement of the Buyer including (without limitation) modifications and certification will result in an additional charge to the Buyer including a reasonable profit for the Seller.

g)         All foreign taxes, charges, penalties and customs duties are the responsibility of and shall be paid by the Buyer.

 

4)         The Goods

a)         The quantity and description of the Goods shall be as set out in the Seller’s quotation or any special terms and conditions (the latter having priority).

b)         All drawings, descriptive matter, technical specifications, price lists and advertisements whether or not supplied with a quotation tender or these Conditions are approximate and intended to give a general idea of the Goods and shall not form part of the contract.  The special terms and conditions will state any physical property of the Goods which the Goods are warranted to meet identified with the words “no tolerance”

c)         If any materials or components are not readily available the Seller may substitute other materials or components for those contracted for provided they are reasonably fit for the purpose

 

5)         Delivery

a)         Any time or date for the despatch or delivery of Goods or for the completion of work whether specified in the Seller’s quotation or otherwise given by the Seller shall be taken as an estimate made by the Seller in good faith but time shall not be of the essence and in no circumstances shall the Seller be liable for any loss or damage sustained by the Buyer in consequence of failure to deliver within such time or by such date or in consequence of any other delay in delivery however caused

b)         Unless agreed in any special terms delivery shall be “ex works” unpacked which means that the Seller delivers when it places the Goods at the disposal of the Buyer at the Seller’s premises or other nominated location in the UK not cleared for export and not loaded on any vehicle.

c)         The Seller may deliver Goods in instalments and invoice the Buyer separately for each instalment.

d)         If the Buyer refuses to accept delivery when tendered the Seller may store the Goods at the Buyer’s risk and expense.

e)         If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:

i)          suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or

ii)         exercise any of its rights pursuant to clause 7.

f)          The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.

 

6)         Acceptance of the Goods

a)         The Buyer shall be deemed to have accepted any Goods 48 hours after delivery to the Buyer.

b)        After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

c)         Where:

i)          a delivery is made ex works but the Buyer has requested the Seller to arrange carriage

ii)         delivery is not made ex works

 

the Buyer shall

(a)                    give written notice to the Seller of any claim for damage to Goods or short delivery within 3 days of delivery unless not reasonably practicable

(b)                   give written notice to the Seller of any claim for non-delivery of goods within 7 days of the expected dates of arrival unless not reasonably practicable

(c)                    in all cases not within (a) or (b) give notice to the Seller in writing of any claim as soon as reasonably practicable.

(d)                   comply in all respects (including shorter time limits {if any}) contained in carriers’ conditions of carriage copies of which will be supplied on request

(e)                    provide the carrier and the Seller with all reasonable assistance in carrying out enquiries.

(f)                    co-operate with the Seller in pursuing any claims against the carrier or third parties

 

d)                Where delivery is ex works but the Seller shall at the Buyers’ request arrange carriage the liability of the Seller for loss or damage in transit shall be limited to the carrier’s liability to the Seller unless the Seller shall at the request of the Buyer have arranged insurance in which case it shall be limited to the greater of the liability of the carrier and the insurance proceeds. 

e)                Where delivery is other than ex works the liability of the Seller shall be limited to the invoice value of the Goods.

 

7)                Title and risk

a)               The Goods shall be at the Buyer’s risk as from delivery.

b)               In spite of delivery having been made property in the Goods shall not pass from the Seller until:

i)                the Buyer shall have paid the Price plus VAT, packaging, carriage and insurance in full; and

ii)               no other sums whatever shall be due from the Buyer to the Seller.

c)               Until property in the Goods passes to the Buyer in accordance with clause 7.b the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

d)               Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.

e)               The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.

f)               Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of  such request the rights of the Buyer under clause 7.d shall cease.

g)               The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

h)               The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

 

8)         Warranty

 a)         The Seller undertakes to procure the repair or provide a replacement at the original source (the sellers location ex works) at the option of the Seller if any Goods which are proven to be defective in materials or workmanship within the period specified in clause 8.b provided that:

i)          the Buyer is not in breach of his obligations under the contract of sale

ii)         neither the Buyer nor any other person has attempted repairs or alterations to the Goods, unless by written consent.

iii)        maltreated or used in a manner other than in accordance with the products manuals.

iv)        the Seller has been notified of the defect within one month of it becoming apparent. 

v)         Improperly installed or commissioned by any other party other than the seller used with equipment or software not covered by the warranty.

vi)        the cost of packing and carriage to and from the place of the defective component shall be borne by the buyer.

 

b)         The guarantee contained in clause 8.a shall be for the period of time specified in any special terms and conditions and if none for a period of twelve months from delivery for all hardware products.

c)         The guarantee contained in clause 8.a shall be for the period of time specified in any special terms and conditions and if none for a period of 90 days from delivery for all software products.

d)         Extended support on software products can be obtained by annual subscription – contact the seller for further details.

 

9)         Limitation on Liability

a)         The liability of the Seller for any defect in the Goods including defects caused by the Seller’s negligence shall be limited to the repair or replacement provided for under clause 8.a

b)         All warranties and conditions whether implied by statute or otherwise are excluded from this contract, provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller.

c)         The Seller shall be under no liability whatever to the Buyer for any indirect or consequential loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract

 

10)       Indemnity

If any goods supplied by the Seller to the Buyer:

a)         Have been manufactured to the designs or other specific requirements of the Buyer or an end user and the Seller has not expressly in writing agreed to responsibly for such design or other specific requirement or;

b)         Have been subjected to any modification or other alteration whilst in the possession or control of the Buyer or end user and (in either case) the Seller is held liable for any loss or damage or injury caused to or suffered by any third party directly or indirectly as a result of such matter then the Buyer shall forthwith indemnify the Seller for the loss to the Seller arising therefrom.

 

11)       Product Recall

 The Buyer undertakes to establish and maintain in its possession for a period of not less than ten years reasonable records of its dealings in the Goods and if requested to do so by the Seller shall provide every reasonable assistance required of it by the Seller for the purpose of implementing any product recall procedures of the Seller (whether or not the Seller is under any obligation to do so).

 

12)       Force Majeure

 If the performance of the contract by the Seller shall be delayed by any circumstances or conditions beyond the control of the Seller the Seller shall have the right at its option:

i)          To suspend further performance of the contract until such time as the cause of the delay shall no longer be present or:

ii)         To be discharged from further performance of and liability under the contract and if the Seller exercises such right the Buyer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the Seller.

 

ii)        Severance

 If any condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording thereof were deleted or modified any such condition shall apply with such deletions or modifications as may be necessary to make it valid and effective.

iii)       Deals as consumer

Nothing in these conditions shall affect the statutory rights of a Buyer who in relation to the Seller “deals as consumer” as defined in Section 12 of the Unfair Contract Terms Act 1977 or any amendment or modification thereof.

iv)        Legal Construction

This contract shall be construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.

v)         Notices

 Any notice required or permitted to be given by either party to the other under this contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may be notified to the party giving notice.

vi)        No Waiver

 No Waiver by the Seller of any breach of contract by the Buyer shall be considered a waiver of a subsequent breach of the same or any other provisions.