Terms and Conditions
STANDARD TERMS & CONDITIONS OF SALE
1.1 “Buyer” means the person who buys or agrees to buy the Products from the Seller.
1.2 “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.
1.3 “Delivery date” means the date specified by the Seller when the Products are to be delivered.
1.4 “Products” means the computer Products and services which the Buyer agrees to buy from the Seller.
1.5 “Price” means the price for the Products excluding Carriage, Packaging, insurance and V.A.T.
1.6 “Seller” means Clwyd CAD Services Limited.
2. CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Products by the Seller to the Buyer to the exclusion of all other terms and conditions including
terms or conditions which the Buyer may purport to apply under any purchase order of similar document.
2.2 All orders for Products shall be deemed conclusive evidence of the Buyer’s Acceptance of these conditions.
2.3 Acceptance of delivery of the Products shall be deemed conclusive evidence of the Buyers Acceptance of these conditions.
2.4 Any Variation of these conditions (including any special terms ad conditions agreed between the Parties) shall be inapplicable unless agreed in writing by
the Seller, acting by its Managing Director or some other person authorised in writing by him.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or
information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 In any provision of these conditions is held by any competent authority or court to be invalid or unenforceable in whole or in part the validity of the other
provisions of these conditions and the remainder of these provisions in question shall not be affected.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the price stipulated in the Seller’s current valid quotation at the date of receipt of the order. The price is exclusive of V.A.T. which shall
be due at the rate ruling the date of the Sellers invoice. In any event of any increase in the cost to the Seller of raw materials, labour, overheads, or any
increase in taxes or duties, or any variation in exchange rate the Seller may increase the price under this contract.
3.2 Payment of the Price and V.A.T. shall be due on the delivery of the Products. Time for payment shall be of the essence. If the Buyer does not pay the Price
on delivery the Seller may bring action for the price though property in the Products has not passed to the Buyer. The Buyer will pay the price in full
without discount (except any discount allowed by these terms) deduction, set off or abatement on any ground.
3.3 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 2% 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 judgement.
4. THE PRODUCTS
4.1 the quantity and description of the Products shall be as set out in the Seller’s quotation.
4.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other
statutory requirementor, where the Products are supplied to the Sellers specification, which do not materially affect their quality or performance.
4.3 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the
Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges
and expenses incurred by the Seller as a result of cancellation.
5. WARRANTIES AND LIABLILITY
5.1 The Seller warrants that the Products will be free from defects in materials and workmanship for a period of 12 months from the delivery date (“the warranty
period”). If the Buyer returns to the Seller any Products which the Buyer claims are in breach of this warranty not later than the expiry of the warranty
period and in accordance with clause.
5.2 The Seller shall at its own expense and within a reasonable time of receiving those Products consider the Buyers claim and if the Seller determines that the
Products returned by the Buyer breach this warranty repair or at its option replace the Products or such parts of the Products are defective.
5.3 The Buyer is responsible for the cost of transporting defective Products to the Sellers workshop for repair or replacement. When returning Products the
Buyer must quote a Return Material Authorisation (RMA Number on the packaging (which can be obtained from the Seller) and provide a written
description of the defect which the Buyer claims is covered by the warranty. If the Buyer does not comply with the procedure the Seller shall have no
obligation to consider the Buyers claim for breech of the warranty and may make a handling charge for any warranty claims which are considered.
5.4 Any Items returned to the company that are ordered in error by the Buyer shall be eligible for a 20% restocking fee. This is not negotiable.
5.5 The company does not replace any faulty items in advance without first being able to examine the faulty items for themselves.
CCSL is a trading name of Clwyd CAD Services Ltd. Directors: E.G.Hughes, G.Hughes.
Registered in England and Wales No: 3044069 Registered Office: CCSL, Unit 8 Old Marsh Farm Barns, Welsh Road, Sealand, Deeside. CH5 2LY
South Wales Office: CCSL, Enterprise House, Navigation Park, Abercynon. CF45 4SN
Ref: S:AccountsCCSL Standard Terms & Conditions of SaleCCSL Standard Terms & Conditions.DOC
5.6 The warranty contained in clause 5.2 is contingent on the proper use of the Products by the Buyer and does not cover any part of the Products which has
been modified without the Sellers prior written consent or which has been subjected to unusual physical or electrical stress or on which the original
identification marks have been removed or altered. Nor will that warranty apply if repair or parts replacement is required as a result of causes other than
ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, humidity control
transportation or other causes other that ordinary use.
5.7 Except where the Buyers is dealing as a consumer (as defined in the unfair Contract Terms Act 1977 Section 12) all other warranties conditions or terms
relating to fitness for purpose, merchantability or condition of the Products and whether implied by statute or common law or otherwise are excluded.
5.8 Any special needs by the Buyer from the company must say so in writing as to what specifications or standards the Buyer requires.
5.9 In any event, and despite anything contained in these conditions, in no circumstances shall the Seller be liable, in contract, tort (including negligence or
breach of statutory duties) or otherwise howsoever, and whatever the cause thereof,(I) for any increase costs or expenses, (ii) for any loss of profit, business,
contracts, revenues, or anticipated savings, or (iii) for any special indirect or consequential damage of any nature whatsoever.
6.0 DELIVERY OF THE PRODUCTS
6.1 Delivery of the Products shall be made by the Buyer collecting the Products at the Seller’s premises at anytime after the Seller has notified the Buyer that the
Products are ready for collection or, if some other place for delivery is agreed by the Seller delivering the Products to that place.
6.2 The Seller will use all reasonable endeavours to adhere to any time stated for delivery but any dates quoted for delivery are approximate only the Seller shall
not be liable for any delay in delivery of the Products however caused.
7. ACCEPTANCE OF THE PRODUCTS
7.1 The Buyer shall be deemed to have accepted the Products 5 working days after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Products which are not in accordance with the contract
8. TITLE AND RISK
8.1 Risk of damage to or loss of the Products shall pass to the Buyer.
8.1.1 In the case of the Products to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Products are available for
8.1.2 In the case of Products to be delivered otherwise that the Sellers premises, at the date of delivery or if the Buyer wrongful fails to take delivery of the
Products the time when the Seller has tendered delivery of the Products.
8.2 Despite delivery and the passing of risk in the Products, or any other provision of these conditions, the property in the Products shall not pass to the Buyer
until the Seller has received in cash or cleared funds payment in full of the price and the price for all other Products agreed to be sold by the Seller to the
Buyer for which payment is then due.
8.3 Until the Property in the Products passes to the Buyer the Seller shall be entitled at anytime to require the Buyer to deliver up the Products to the Seller and,
if the Buyer fails to do so immediately, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.
8.4 The Buyer shall not be entitled to pledge or in anyway charge by way of security for any indebtedness any of the Products which remain the property of the
Seller, but if the Buyer does so all moneys owing to the Seller shall (without prejudice to any other right or remedy on the Seller) immediately become due
9. REMEDIES OF BUYER
9.1 Where the Buyer rejects any Products then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of those Products or the
failure by the Seller to supply Products which conform to the contract of sale.
9.2 Where the Buyer accepted any Products then the Seller shall have no liability whatever to the Buyer in respect of those Products.
10. INSOLVENCY OF BUYER
10.1 This clause applies if –
10.1.1 The Buyer makes any voluntary arrangements with its creditors or becomes subject to administration order or (being an individual or firm) becomes
bankrupt or (being a company) goes into liquidation (otherwise that for the purpose of amalgamation or reconstruction); or
10.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If the clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend
any further deliveries under the contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become
immediately due and payable that despite any previous arrangement to contrary.
11.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its
reasonable control and the party shall be entitled to a reasonable extension of time for the performance of its obligations.
11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its
registered office or principle place of business or such other address as may at the relevant time have notified pursuant to this provision to the party giving
11.3 Each party agrees to treat as conditional and not to divulge to any third party without the prior written consent of the other, details of the others business
operations, proprietary rights and techniques, contemplated new Products and customer lists. This obligation does not relate to information which is or
becomes public knowledge through no fault of either party or has been properly obtained from a third party lawfully entitled to process the information.
12. PROPER LAW OF CONTRACT
This contract is subject to the law of England and Wales