CROWN WATER HEATERS TERMS AND CONDITIONS OF CONTRACT
1.1 `Crown’ shall mean the company (i) selling goods and/or providing services; and/or (ii) letting equipment on hire under this contract, and shall include it s successors and assigns.
1.2 `Customer’ shall mean the company, firm, person, public authority or other body whatsoever purchase goods and/or services, and shall include their successors, permitted assigns and personal representatives.
1.3 Where this contract is a contract for sale of goods “the Goods” shall mean the goods to be sold (and where the context admits shall include any services to be provided) by Crown hereunder.
2. Contract Terms
2.1 These conditions govern all contracts entered into by Crown for the sale of goods and/or the supply of services, agreements or representations
whatsoever, oral or written.
2.2 Subject to Clause 2.4 of these terms and conditions (together with the terms shown on our quotation) apply to the exclusion of any other term or
conditions whatsoever except those implied in favour of a seller (where this is a contract for the sale of goods) and/or a lessor (where this is a contract for the letting of equipment) whether or not the same are endorsed on or delivered with or referred to in any order or other document delivered by the Customer.
2.3 Crown is entitled to be indemnified by the customer for all costs incurred due to cancellation/amendment of order. Such sums will fall due in accordance with the standard payment terms contained in these terms and conditions unless otherwise agreed in writing.
2.4 No agent has authority to make any representation other than as set out in Crowns’ specification or to vary these conditions.
2.5 Crown may add or vary these conditions at any time. Any purported additions or variation of these conditions by the Customer shall be ineffective unless expressly accepted by Crown in writing.
3. Payment Date/Overdue Payment
3.1 Unless otherwise specified overleaf payment is due within 30 days of the end of the month in which goods are invoiced. Time for payment by the Customer shall be of the essence.
3.2 Any sums not paid on the due date shall be subject to an interest charge of three per cent per annum above the rate of Lloyds Bank plc charged on a daily basis compounded monthly on all amounts overdue until payment thereof and to accrue after as well as before any judgement.
3.3 Crown is entitled to be indemnified by the Customer for all direct, labour. Legal and other costs incurred in the recovery of amounts which become overdue for payment
4. Exclusion Clauses
4.1 Except as expressly provided elsewhere in the contract conditions Crown will be under no liability under the contract for any personal injury, death, loss or damage of any kind whatsoever (other than death or personal injury resulting from Crowns’ negligence) whether consequential or otherwise including but not limited to loss of profits and Crown hereby excludes all conditions, warranties and stipulations expressed or implied, statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the Customer except that such exclusion will not apply to:-
4.1.1 where the contract is for the sale of Goods, any implied condition that Crown has or will have the right to sell the Goods when the property is to pass; or
4.1.2 when the Customer deals as a consumer (as defined in Section 12 of the Unfair Contract Terms Act 1977) any implied term relating to the conformity of the Goods or the Equipment (as appropriate) with their description or sample or as to their quality or fitness for a particular purpose.
4.2 In no circumstances will Crown or its employees, agents or subcontractors be liable for any loss damage of any kind whatsoever (other than death or personal injury resulting from Crowns’ negligence) whether consequential or otherwise caused directly or indirectly by any negligence on the part of Crown or on the part of any of its employees, agents or sub-contractors in connection with or arising out of the manufacture or supply of Goods or Equipment or the installation, repair or maintenance of any Goods or Equipment or in connection with any statement given or made (or advice not given) by or on behalf of Crown.
5. Statutory Compliance
5.1 The Customer warrants and represents that it will obtain every necessary licence or permit required and/or comply with any legal requirement for or relating to the use or installation of the Goods or Equipment (as appropriate).
6. Force Majeure
6.1 Neither Crown no the Customer shall be liable under this contract wherever and to the extent to which the fulfilment of their respective obligations is prevented or frustrated or impeded by any matter outside their reasonable control.
7.1 The validity construction and performance of this contract shall be governed by the Law of England and any dispute that may arise in relation to it shall be determined by the English Court.
7.2 If any provision of these conditions shall be deemed to be invalid for any reason, the conditions shall be read as if the invalid provisions had to that extent been deleted there from and the validity of the remaining provisions of the conditions shall not be affected thereby.
7.3 Headings shall not in any way affect interpretation or construction of these conditions.
CONDITIONS APPLYING ONLY TO CONTRACTS FOR THE SALE OF GOODS AND THE SUPPLY OF SERVICES
8. Acceptance of Quotations
8.1 Any quotation is valid for a period of 30 days from its date provided that Crown has not previously withdrawn it.
8.2 The Customers offer to order any Goods from Crown must be notified to Crown in writing and such written notification or the acceptance by the Customer of the Goods (whichever is the earlier) shall constitute acceptance by the Customer of these terms and conditions.
9. Price Variation
9.1 Prices quoted are estimates only and the price to be paid by the Customer shall be as shown by Crowns invoice which shall take into account any variation in Crowns’ costs prior to delivery. Unless otherwise stated the price quoted does not include delivery. All prices are exclusive of Value Added Tax which if applicable shall be added at the rate prevailing at the tax point date.
9.2 Quotations are based on the work being carried out during Crowns’ recognised normal working hours. Overtime authorised by or on behalf of the Customer shall be an additional charge.
9.3 Crown reserves the right to adjust the price to take account of any costs incurred in making modifications required by any law, regulation or government, local or other authority.
10. Sellers’ Responsibility
10.1 Drawings, descriptive matter, weights, dimensions, performance figures and specifications supplied by Crown do not form part of this contract and do not constitute a warranty or representation unless expressly guaranteed in writing by Crown. In any event Crown shall be entitled to make minor modifications in detail to the specification of the Goods and any modifications required by law, regulation or any government local or other authority.
10.2 Goods supplied in accordance with a specification submitted by the Customer shall be subject to an extra charge.
10.3 Where Goods are manufactured or supplied to the Customers’ order, design or specification the Customer shall fully indemnify and keep Crown indemnified against:-
10.3.1 all claims and in respect of all costs and expenses arising from or incurred by Crown by reason of the Goods infringing or being alleged to infringe the rights of any third party, and/or
10.3.2 any inefficiency or lack of safety or other defect in any Goods, where such defect is due (in whole or in part) to faults or omissions in the Customers design or specification: and/or
10.3.3 any additional costs incurred by Crown as a consequence of any insufficiency or of faults or omissions in the Customers’ designs or specification.
10.4 The Customer will not use or reproduce drawings, patterns, tools or other items used by Crown in the manufacture or supply of the Goods without the prior written consent of Crown, whose property such items will remain.
11.1 Crown shall use reasonable diligence to deliver the Goods by the time specified, but if for any cause delivery is delayed, Crown shall not be responsible for any loss or damage thereby caused to the Customer nor shall the Customer be entitled to refuse acceptance of delivery of the Goods as a consequence of such delay. Crown shall be entitled to delivery by instalments and defective deliveries of one or more instalments shall not entitle the Customer to repudiate the contract with regard to any instalments remaining deliverable.
11.2 Crown may in its absolute discretion withhold delivery pending payment of any sum due from the Customer to Crown under this contact or otherwise but without prejudice to any right or remedy which Crown may have against the Customer.
11.3 In the event of any claim for damage, shortages or loss occurring in transit Crown will, at its option, repair or replace free of charge all Goods so damaged or lost provided that:
11.3.1 in respect of damage or shortages, the Goods are examined on delivery to and receipt by the Customer, the delivery note is endorsed with such damage or shortage on receipt and written notification is sent to Crown and its carrier, (if any) within 48 hours of receipt by the Customer.
11.3.2 in respect of loss, written notification is sent to Crown and its carrier (if any) within 7 days after the date of Crowns advice note.
If the Customer fails to give notice specified above, the Customers claim will be deemed to have been waived and will be absolutely barred.
12. Customers Acceptance
12.1 Subject to Clause 11.3.1 the Customer shall be deemed to have accepted the Goods as being in accordance with the contract unless within such time after the delivery as is reasonable, the Customer shall have notified Crown that it claims the Goods are not in accordance with the Contract. Where Goods are purchased for export, the Customer or his representative must inspect the Goods prior to despatch.
13. Reservation or Title/ Risk Passing
13.1 Title to the Goods shall not pass and not be deemed to have passed until full payment of all monies due from the Customer to Crown at the date of this contract or thereafter has been made and received by Crown and until such payment in full the Customer shall hold the Goods in a fiduciary capacity on behalf of Crown and shall not sell other than at reasonable market value, mortgage, charge, pledge, create any lien over, or dispose of or part with possession or otherwise deal with the Goods except as herein provided and shall protect the same against distress execution or seizure and will indemnify Crown against all damage, losses, costs, charges and expenses which may be occasioned by the failure to observe and perform this condition.
13.2 The Customer specifically agrees and authorises Crown to obtain access to its premises and to those of its agents in the event of non-payment of any such monies in order to collect the Goods.
13.3 Notwithstanding any other term of this contract relating to the passing of title in the Goods, risk in the Goods shall pass to the Customers on delivery to the Customer or its agents which delivery shall be taken as occurring:-
13.3.1 when the Goods are off-loaded from Crowns’ or its agents vehicles at the agreed delivery point; or
13.3.2 where the Goods are collected by the Customer or by its agents when the Goods are loaded onto the vehicle provided by the Customer or its agents; or
13.3.3 where the Goods are tendered for delivery at the agreed delivery point notwithstanding the refusal such delivery by the Customer or its agent.
13.4 If the Customer does not accept delivery in accordance with the contract, then without prejudice to its other rights or remedies Crown shall be entitled to claim immediate payment for the Goods refused, the cost of storing the Goods shall be borne by the Customer and if such failure to accept delivery continues for more than 10 days Crown shall have the right to terminate the contract, pursuant to Clause 15 hereof.
14.1 Where Crown is not the manufacturer of the goods, Crown will use reasonable endeavour to secure to the Customer the benefit of such guarantee and warranty (if any) as may be given to Crown by the manufacturer or supplier thereof.
14.2 In respect of Goods manufactured by Crown, Crown will free of charge within a period of 12 months from the date of despatch repair or at its option replace any Goods which are proved to the reasonable satisfactions of Crown to be defective in material or workmanship provided that this obligation will not apply where:
14.2.1 the Goods have been altered in any way whatsoever or have been subjected to misuse or unauthorised repair; or
14.2.2. the Goods have been improperly installed or connected (unless Crown carried out such installation and connection); or
14.2.3 the Customer has failed to observe any maintenance requirements relating to the Goods: or
14.2.4 the Customer has failed to notify Crown of any defect or suspected defect within 14 days of the same coming to the knowledge of the Customer; or
14.2.5 the Customer is in breach of this or any other contract made with Crown.
Any Goods replaced will belong to Crown. Any repaired or replacement Goods will be guaranteed on these terms for the unexpired portion of the 12 month period.
15. Customers’ Breach
15.1 If the Customer commits any breach of the contract or is or becomes unable to pay his debts or becomes bankrupt or (being a company) goes into liquidation or has a receiver or administrator or administrative receiver appointed of the whole or part of its undertaking or its assets Crown may without notice suspend or determine the contract or the unfulfilled part thereof and may stop any Goods in transit without prejudice to any other right or remedy which Crown may lawfully enforce or exercise.
16.1 The Customer is strongly advised to ensure that he is adequately covered by insurance for the liabilities and indemnities accepted in accordance with these terms and conditions, or those risks or liabilities which may otherwise arise by operation of law.