1. GENERAL:

 

1.1 In these Standard Terms and Conditions for the Sale of Goods, the "Company" means Crown Domestic Appliances Limited; the "goods" means any item of whatsoever nature which is to be sold or supplied by the Company, including services; the "purchaser" means that person, firm or body corporate which buys or has agreed to buy the goods.

 

1.2 These Standard Terms and Conditions for the Sale of Goods, the "Conditions", shall exclusively apply for any sales contract between the Company and the purchaser, unless otherwise agreed by both parties in writing. The Conditions shall only apply if the purchaser is a merchant and the contract is executed in the course of the purchasers business. The offer, order acknowledgement, order acceptance of sale of any product is conditioned upon the terms contained in these Conditions. Any conditional or different term proposed by the purchaser is not accepted and will not be binding upon the parties.

 

1.3 These Conditions shall govern any future contract of sale between the Company and the purchaser and exclude any other terms and conditions referred to by the purchaser.

 

2. SPECIFICATIONS:

 

The Company reserves the right to make any changes in specification of the goods which are required to conform with applicable statutory requirements or which do not materially affect the quality, performance or marketability of the goods.

 

3. PRICES OF THE GOODS:

 

3.1 The prices of the goods shall be the quoted prices of the Company or, where no price has been quoted the current price list of the Company at the date of acceptance of the order. The Company reserves the right, by giving notice to the purchaser any time before delivery, to increase the price of the goods to  reflect any additional cost which is due to any factor beyond the control of the Company, including without limitation to foreign exchange fluctuation, currency regulation, alterations of duties, significant increase in the costs of material or manufacturing or any change in delivery dates.

 

3.2 Except as otherwise agreed in writing between the purchaser and the Company all prices are delivered prices but the Company reserves the right to impose a delivery surcharge for quantities ordered and delivered which are lower then the agreed quantity levels.

 

3.3 Any prices given by the Company are exclusive of any applicable Value Added Tax or other taxes, which shall be borne by the purchaser.

 

3.4 All invoiced price discrepancies must be notified to the Company by the purchaser within fourteen days of the date of the invoice.

 

4. TERMS OF PAYMENT:

 

4.1 The purchaser shall pay the price of the goods within thirty days of the date of the Company invoice (due date). Payments shall be effected by BACS or in the form of a cheque drawn on the Bank of the purchaser.

 

4.2 If the purchaser fails to make payment on the due date without prejudice to any other right or remedy available the Company shall be entitled to (i) cancel the contract or suspend any further deliveries to the purchaser; and (ii) to charge the purchaser interest on the unpaid amount at a rate of 8% above the current Bank of England Base Rate for such other rate of interest as shall be determined under the   Late Payment of Commercial Debts (Interest) Act 1998 on any overdue payments.

 

4.3 Additionally and without prejudice to its other rights the Company shall be entitled to recover all direct expenses reasonably incurred in collecting or attempting to collect overdue amounts.

 

5. DELIVERY:

 

5.1 Unless accepted by the Company in writing all times or dates for delivery of the goods are given in good faith but are approximate only and shall notbe of the essence of the contract.

 

5.2 All times or dates for delivery shall be calculated from the date of acceptance by the Company of the order of the purchaser, or from the date of receipt by the Company from the purchaser of all information and instructions as shall be necessary to enable the Company to carry out the order, whichever shall be the later.

 

5.3 Unless otherwise stated in writing the Company shall be entitled to make partial deliveries of the goods.

 

5.4 If the purchaser fails to accept delivery he shall nevertheless make payment as if the goods had been delivered. The Company shall arrange for the storage of the goods at the risk and cost of the purchaser. If required by the purchaser, the Company shall insure the goods provided that the purchaser has advanced the respected costs.

 

5.5 If for any reason whatsoever the Company fails to comply with the delivery dates requested by the purchaser, the Company shall not be held financially responsible for loss of profits as a result of non-delivery or for any other financial claim.

 

5.6 Goods are delivered on the basis of the purchasers official purchase order and are not subject to any form of sale or return arrangement.

 

6. TRANSFER OF RISK:

 

Risk of damage or loss of the goods shall pass to the purchaser (i) in case of goods to be delivered otherwise than at the premises of the Company, at the time the Company hands over the goods to the purchaser and (ii) in case of goods to be collected from the premises of the Company at that time when the Company notifies the purchaser that the goods are available for collection.

 

7. RETENTION OF TITLE:

 

7.1 Not withstanding delivery and passing of risk in the goods or any  other provision of these Conditions, the property in the goods shall not pass to the purchaser until the Company has received payment in full of the price of the goods and all other goods to be sold by the Company for which payment is then due.

 

7.2 Until such time as the property in the goods passes to the purchaser, the purchaser shall hold the goods as the Company's fiduciary agent and bailee and shall keep the goods separate from those of the purchaser and third parties and properly stored, protecting and insured and identified as the property of the Company.

 

7.3 Until such time as the property in the goods passes to the purchaser, the Company shall be entitled at any time to require the purchaser to deliver up the goods to the Company and, if the purchaser fails to do so forthwith to enter upon any premises of the purchaser or any third party where the goods are stored and repossess the goods.

 

7.4 The purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company, but if the purchaser does so all monies owing by the purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

 

7.5 If third parties take all steps to pledge or to otherwise dispose of the goods the purchaser shall immediately notify the Company in order to enable the Company to secure its' rights in the way of appropriate court procedures.

 

8. INSOLVENCY OF THE PURCHASER:

 

(a) This clause applies if: (i) the purchaser becomes insolvent or makes any voluntary agreement with its' creditors, will become subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or (ii) an encumberancer takes possession, or a receiver or administrative receiver is appointed, or any of the property or assets of the purchaser; or (iii) the purchaser ceases or threatens to cease to carry on business; or (iv) the Company reasonably    apprehends that any of the events mentioned above is about to incur in relation to the purchaser and notifies the purchaser accordingly.

 

(b) If this clause applies, without prejudice to any other rights or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the purchaser,  and if the goods have been delivered but not paid for, the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.

 

(c) If this clause applies then the purchaser shall have a duty to immediately bring to the notice of any receiver, administrator or any such person or persons appointed,the existence of and content of clause 7 of these General Conditions of Sale (Retention of Title) and the rights of the purchaser to use or trade the goods of the Company is immediately terminated and any such receiver, administrator or other person or persons appointed, will not be entitled to use or to trade the goods of the Company unless so authorised in writing by the Company.

 

9. WARRANTIES & EXCLUSION OF LIABILITY:

 

9.1 EXAMINATION AND CLAIM:.

 

9.1.1. In all circumstances the buyer shall upon delivery examine the goods and shall promptly (but in any event within 4 working days of delivery) notify in writing the company and the carrier, where relevant, of any apparent damage, defect or shortage.

 

9.1.2. The buyer shall comply with the carrier’s rules regulations and requirements so as, where appropriate, to enable the company to make a claim against the carrier in respect  of any damage or loss in transit where relevant.

 

9.1.3. Claims in respect of damage, defect or shortage not apparent on examination under clauses 9.1.1. and 9.1.2. must be notified in writing to the company within 14 days of the date of delivery.

 

9.1.4. Notification under 9.1.1 and 9.1.3 shall be made by notice in writing delivered by first class recorded delivery mail only and addressed to Crown Domestic Appliances Limited, Midland House,The Courtyard, Harris Business Park, Stoke Prior, Bromsgrove,Worcs., B60 4DJ. In default of such notification the company shall, subject to any claim which the buyer may have under the guarantee and warranty, be deemed to have conclusively and properly performed its obligations under the contract and the goods shall be presumed to be in accordance with the contract and free from any defect or damage and the buyer shall be deemed to have accepted them.

 

9.1.5. For the purpose of this clause time shall be of the essence.

 

9.2. GUARANTEE AND WARRANTY:

 

9.2.1. The goods are subject to the guarantee (“the guarantee”), if any, submittedby the company which has been agreed as appropriate and fair.

 

9.2.2. Save as referred to in 9.2.1 above the company warrants only (“the warranty”) that the goods are reasonably free from defects in design material or workmanship for 6 months from the date of delivery, provided always that in respect of goods, materials,parts or components supplied, but not manufactured by the company the warranty, will be equivalent to the warranty (if any) which the company may have received from the manufacturer or supplier of such goods, materials, parts or components, but not so as to impose a liability greater than that imposed on it by the aforesaid warranty and provided that the buyer has immediately upon discovery of such a defect, returned the defective item to the company  at the buyer’s cost or if this is not practicable has given the company written notice and authority to inspect the defectivei tem immediately upon discovery of such defect and in no case later than the expiry of 3 months from the date of delivery.

 

9.2.3. The company’s obligations to the buyer under the warranty shall not apply:

 

9.2.3.1. to damage caused by the buyer or any third party’s act default or misuse of the goods or by failure to follow any instructions supplied with the goods;

 

9.2.3.2. if the goods have been stored handled or applied in such a way that the damage is likely to occur;

 

9.2.3.3. if the goods are altered, modified or repaired in any place other than by persons expressly nominated and approved in writing by the company;

 

9.2.3.4. if the buyer shall not have paid for the goods supplied whether under the contract or any contract between the company and the buyer.

 

9.2.4. Subject to 9.2.3. above the company shall at its sole option repair or replace the goods or refund the purchase price for the goods found to be defective in accordance with the warranty which should be under no obligation to repair or replace any goods materials parts or components that have not been supplied by the company in so far as any defect is attributable to the same.

 

9.2.5. Save for liability for death or personal injury arising from the company’s negligence (which if proved is not excluded) the company’s obligation to repair refund or replace as aforesaid shall constitute the full extent of the company’s liability in respect of any loss or damage sustained or liability to third parties incurred by the buyer whether caused by any breach of the contract or by misrepresentation or by the negligence of the company its employee or agents arising from any other cause whatsoever and he company shall not be liable for any consequential economic direct or indirect loss suffered by the buyer arising there from and without prejudice to the generality of the foregoing the company shall not be liable in the circumstances where the goods supplied were not fit for any special purpose unless full details of such purpose has been given in writing to the company and the company has acknowledged the same in writing and agreed thereto. The company’s liability to the buyer whether for breach of the contract or otherwise shall not in any event exceed the contract price.

 

9.2.6. The cost to the company of and incidental to the return by the buyer to the company of any goods delivered hereunder shall, except the extent that the companies accept responsibility hereunder, be the responsibility of the buyer who shall indemnify the company against such cost including, without limitation, costs of transport and testing or any other costs arising there from.

 

10. SET OFF AND COUNTERCLAIM:

 

10.1. The buyer shall not be entitled to withhold payment of any invoiceby reason of any set off or counterclaim which the buyer might have or allege to have for any other reason whatsover.

 

11. MISCELLANEOUS:

Any amendment of these Conditions and the purchase contract requires an agreement between the parties in written form. The same applies for the waiver of the written form requirement. Wherever these Conditions refer to a written form requirement a fax transmission signed by an appointed representative of the declaring party shall suffice to meet this requirement.

 

12. ARBITRATION:

 

12.1 If at any time any question, dispute or difference whatsoever shall arise between the purchaser and the Company upon or in relation to or in connection with the contract, either party may give the other notice in writing of the existence of such question, dispute or difference, and the same shall be referred to the arbitration of a person to be mutually agreed upon of failing agreement within thirty days of receipt of such notice, of some person appointed by the president for the time being of the Chartered Institute of Arbitrators. A submission to arbitration under this clause shall be deemed to be a submission to a sole arbitrator pursuant to the Arbitration Act 1996 or any statutory modification or re-enactment thereof. Any such arbitration should be held in London, England.

 

12.2 All contracts to which these General Conditions of Sale apply shall begoverned and construed in accordance with English Law.