CONDITIONS OF SALE AND INSTALLATION ("Terms & Conditions")
In these conditions the following definitions shall apply:
|"CAEM"||Means Magrini (UK) Limited T/A CAEM, Unit 3 Jamage industrial Estate, Talke, Stoke-on-Trent, Staffordshire, ST7 1XW.|
|“Change in Specification”||Means an alteration by the Buyer in any of the following namely size, colour, style, design or configuration.|
|"Contract"||Means the contract made between CAEM and the Buyer incorporating these Conditions of Sale.|
|“Draw Down”||Means an order by the Buyer for delivery by CAEM of Goods held in Stock.|
|"Goods"||Means the CAEM products including Specials or other materials ordered by the Buyer.|
|“Installation Service”||Means CAEM’s installation service as detailed in the Quotation including any additional work under clause 24.|
|“Stock Draw Down Form”||Means the order form in the form of the Schedule.|
|"Quotation"||Means a written quotation provided by CAEM to the Buyer and designated as such.|
|"Specials"||Means those Goods designated as such by CAEM on a Quotation.|
|“Stock”||Means the Goods of the type and quantity designated as such on the Quotation.|
|“United Kingdom”||Means the United Kingdom of Great Britain and Northern Ireland.|
|"Writing"||Where there is a requirement of writing, this shall not be sufficiently constituted by any printed form.|
- TERMS OF CONTRACT
2.1 A Quotation is given, sent or made on condition that CAEM shall not in any way be bound by it unless CAEM has stated that the Quotation shall be binding for a certain period and the Buyer has submitted an order within that period. All Quotations are made subject to these Conditions.
2.2 All contracts between CAEM and the Buyer for the sale or supply of Goods by CAEM shall be on the terms of these Conditions of Sale. Where a Quotation has not been issued the Buyer may order Goods but no contract is formed until CAEM has communicated acceptance of the order to the Buyer. No terms contained in any order form of the Buyer or other documents of the Buyer and no variation or departure from these Conditions and no other term, condition or warranty whatsoever which is not contained in these Conditions shall have any force or effect whether as part of or as collateral to the contract unless expressly agreed to by CAEM in writing signed by one of its Directors.
2.3 The Buyer shall not assign the benefit of any contract of which these Conditions form a part without CAEM's written consent.
2.4 CAEM shall be entitled to sub-contract all or any part of any contract of which these Conditions form part.
- WARRANTIES CONCERNING DESCRIPTION OF GOODS
3.1 Except where CAEM and the Buyer have otherwise expressly agreed in writing the sale shall not be by sample and samples submitted and descriptions, illustrations or forecasts in trade literature catalogues or brochures or otherwise howsoever shall be taken as showing type, class or general character only and not as importing terms or warranties as to substance, performance, colour, quality or dimension, and the failure to conform with such samples, descriptions or illustrations shall not constitute any breach of contract on the part of CAEM.
3.2 Where a sample or samples have been provided to the Buyer to demonstrate their colour the Buyer shall choose the colour that the Buyer wants by signing the colour sample label attached to the chosen sample or its packaging and returning the signed colour sample label to CAEM. The Buyer shall not be entitled to reject Goods provided by CAEM for any reason relating to the colour of the Goods where the Goods supplied are in conformity with the colour chosen by the Buyer as indicated by the colour sample label signed by the Buyer, and Delta E is <5.0.
4.1 Quotations are given and prices are agreed exclusive of carriage insurance and Value Added tax and, in the case of sales where the Goods are to be delivered by CAEM to the Buyer in a country outside the United Kingdom, of any similar indirect tax.
4.2 CAEM shall be entitled to adjust the price at the date of invoice by such amount as may be necessary to cover any increase sustained by CAEM after the date of Quotation or contract in any direct or indirect cost of making, obtaining, handling or supplying the Goods or in labour, materials and other manufacturing costs, or, in the case of imported Goods or services due to exchange fluctuations.
4.3 Prices stated in a Quotation are based on prices applicable to the quantities specified. In the event of orders being placed for greater or lesser quantities CAEM shall be entitled to adjust the price of the Goods as ordered to take account of any additional cost to CAEM sustained through the variation in the quantity.
5.1 Unless otherwise expressly agreed in writing delivery shall take place at the premises of CAEM and CAEM shall load the Goods on the vehicle provided by the Buyer.
5.2 Unless the contract provides to the contrary CAEM may deliver by instalments.
5.3 Where delivery is to be made by instalments each instalment shall be treated as a separate contract and delay, default or non-delivery in respect of one instalment on the part of CAEM shall not entitle the Buyer to cancel the remainder of the contract.
5.4 The Buyer shall have no right to reject the Goods on the grounds of variation from the quantity ordered where the quantity delivered is that number of CAEM's standard units of supply for those Goods which is closest to the quantity ordered.
5.5 Failure by the Buyer to pay for any instalment or delivery when payment is due shall entitle CAEM to withhold further deliveries.
5.6 If the Buyer fails to accept delivery of any Goods when tendered by CAEM or in the event of any shipment or delivery being delayed at the Buyer's request or in the event of the Buyer failing to make any payment for any Goods when it is due the Buyer shall be liable to CAEM for any additional or excess handling, storage or other charges whatsoever incurred by CAEM in relation to the Goods or any other Goods delivery of which CAEM is then entitled to withhold.
5.7 Unless otherwise expressly agreed any completion or delivery date given by CAEM is an estimate only made under current conditions, shall not be or become a term of the contract or any contract collateral thereto, is given without any legal commitment and CAEM shall not be liable for any warranty or representation which may have been made in the course of negotiation in relation to a completion or delivery date and no times quoted, specified or agreed for delivery or for the performance of any other obligations of CAEM shall be of the essence of the contract.
5.8 If the Buyer wishes to make any claim for damage, shortage or breakage then he must notify CAEM and the carrier within 1 day of receipt of the Goods. CAEM will require evidence of damage, shortage or breakage before a credit is issued. CAEM applies a No-Return policy as attached in appendix A
5.9 Unless otherwise agreed in writing, packages and wrappers will be free and are non-returnable.
6.1 Goods will be invoiced when they are ready for collection or despatch.
6.2 Unless otherwise expressly agreed in writing, payment terms are cash with order. The Buyer should allow time for cheques to clear.
6.3 If the Buyer shall fail to pay any amount when it is due or if the Buyer shall fail or refuse to accept delivery of any Goods or give delivery instruction in relation thereto when they are ready for collection or despatch or in the event of the death, incapacity, bankruptcy or insolvency of the Buyer or if the Buyer is a limited company in the event of liquidation or the appointment of a Receiver or the calling of a meeting for the purpose of considering a winding up resolution, then the purchase price of all Goods invoiced or despatched by CAEM shall become forthwith due and payable by the Buyer and CAEM shall be entitled to treat as cancelled any contract made between CAEM and the Buyer or at CAEM's option to suspend or continue the delivery of Goods under the contract without prejudice to any other rights of CAEM.
6.4 Interest shall accrue on all sums due and outstanding at the rate of 3.5% above the current Barclays Bank plc base rate from time to time from the due date of payment and shall continue to accrue notwithstanding the commencement of any legal process or the obtaining of any judgment.
6.5 The Buyer shall not be entitled by reason of any dispute relating to the Goods under this or any other contract to withhold payment of any amount which is due to CAEM or to set off any such amount or payment or to make any counterclaim whether liquidated or unliquidated for any sum or sums for which CAEM does not admit liability.
6.6 CAEM reserves the right to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be or become unsatisfactory.
6.7 The Buyer shall on demand reimburse to CAEM all fees and disbursements incurred by CAEM's Solicitors or other agents with regard to the recovery of any sums due and outstanding
- TRANSFER OF RISK
The risk in the Goods shall pass to the Buyer on delivery depending on the agreed Incoterms for the specific order.
- RETENTION OF TITLE
8.1 The property in the Goods supplied shall not pass to the Buyer until CAEM has received full payment in cash or cleared funds for those Goods and all other Goods agreed to be sold by CAEM to the Buyer for which payment is then due.
8.2 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as CAEM's fiduciary agent and Bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as CAEM's property. Until that time the Buyer may resell or use the Goods in the ordinary course of its business but shall account to CAEM for the proceeds of sale or otherwise of the Goods whether tangible or intangible (including insurance proceeds) and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties.
8.3.1 The Buyer defaults in the punctual payment of any sum due to CAEM (whether under the contract under which the Goods were supplied or otherwise), or
8.3.2 (Where the Buyer is an individual) a petition is presented for a bankruptcy order against him or an interim receiver of his property is appointed, or
8.3.3 (where the Buyer is a company) a petition is presented or a resolution is passed for the winding up of the Buyer or the Buyer has a receiver administrative receiver or administrator appointed then (subject to the leave of the Court where it is required) CAEM may immediately repossess any Goods supplied which remain CAEM's property and the Buyer shall cease to be in possession of such Goods with CAEM's consent and shall do all things necessary and within its power to restore such Goods to the possession of CAEM and CAEM may for the purpose of retaking possession of such Goods enter upon any premises of the Buyer and unfix or detach such Goods from any other Goods or objects to which they may be attached.
8.4 The Buyer shall not pledge or allow any lien or charge to arise over the Goods or any documents of title to them
8.5 Nothing in this Clause 8 shall confer on the Buyer any right to return Goods supplied by CAEM or to refuse or delay payment for them or be construed so as to create any privity of contract between CAEM and any other person other than the Buyer.
- INTELLECTUAL PROPERTY RIGHTS
9.1 The policy of CAEM is one of continuous technical improvement and CAEM therefore reserves the right from time to time to review, modify or vary the technical specifications and designs of any Goods provided that the quality and finish of the Goods as delivered shall be at least equal to that of the Goods contracted for.
9.2 All technical data, drawings, reports, documents and information whatsoever which CAEM submits to the Buyer in connection with the contract (and the copyright therein) shall remain CAEM's property and must not be copied or shown to any third party without CAEM's express consent being obtained in advance and in any event upon the condition of a similar condition being imposed upon any third party
9.3 So far as CAEM is aware no Goods supplied by it infringe any existing patent or design or any other industrial or intellectual property rights but no warranty express or implied is given in respect of such infringement of patents or other industrial or intellectual property rights by the use or sale of the Goods supplied hereunder. The Buyer shall notify CAEM immediately and CAEM may at its entire discretion and at its own expense conduct through its own lawyers and experts all negotiations and settlement of the sale or any litigation that may arise therefrom
10.1 If CAEM is prevented, hindered or delayed in making delivery of any Goods by reason of Act of God, war, hostilities, civil disturbance, governmental restrictions or regulations of any kind, strikes or industrial disputes, force majeure or any other causes of whatsoever nature beyond CAEM's reasonable control CAEM may give notice in writing to the Buyer either:
10.1.1 cancelling CAEM's outstanding obligations to deliver Goods under the contract and in which case CAEM shall be deemed not to be in breach of contract and in no event shall CAEM be liable for any loss or damage whatsoever arising out of such cancellation; or
10.2.2 extending the time of delivery of the Goods outstanding under the contract by such a period as is reasonable having regard to all the circumstances of the case and as may be agreed in writing between the parties (and CAEM shall be deemed not to be in breach of contract) provided however that if at the end of such extended delivery it is still not possible to make delivery then again CAEM may give notice in writing to the Buyer cancelling CAEM's outstanding obligations to deliver Goods under the contract (and CAEM shall be deemed not to be in breach of contract) and in which case in no event shall CAEM be liable for any loss or damage whatsoever arising out of such cancellation.
10.2 If CAEM shall give a notice under Clause 10.1.2 the time for delivery shall be extended accordingly and CAEM shall be deemed not to be in breach of contract provided that the Buyer may within 7 days of the receipt of such notice serve on CAEM a counter notice electing to treat any future performance of the contract as cancelled in which event the obligations to make or to accept and pay for any further deliveries of Goods shall be treated as avoided by mutual consent and neither party shall be liable in damages or otherwise in respect thereof.
10.3 If CAEM is prevented hindered or delayed from making delivery of any Goods or performing any services by reason of delay on the part of the Buyer in providing information to CAEM in order to enable CAEM to complete its obligations then in no event shall CAEM be liable for any loss or damage whatsoever arising out of such prevention, hindrance or delay.
10.4 Subject to the provisions of Clause 5.6 if CAEM shall fail to make due delivery or shall make later or short delivery of the Goods or any part thereof for any cause not set out in Clause 10.1 or 10.3 the liability of CAEM to the Buyer for damages in respect of any loss or expense of whatsoever nature thereby occasioned shall be limited to and shall not exceed a sum which equals twice the price of that part of the Goods in respect of which default is made
10.5 The foregoing provisions of this Clause are without prejudice to the rights of CAEM to recover the price of any Goods that have already been invoiced to the Buyer or the risk in which has passed to the Buyer.
- WARRANTY AND EXCLUSION OF LIABILITY
11.1 CAEM will within CAEM's absolute discretion repair or replace or refund the purchase price of any Goods that CAEM shall be satisfied were defective in material or workmanship at the time of delivery provided that notice in writing has been given to CAEM of such defect within 7 days of the date of the discovery thereof and provided that the Goods have been properly and safely stored and if installed or fitted then installed or fitted in accordance with good practice and any instructions provided by CAEM and thereafter properly used and maintained.
11.2 CAEM shall be under no liability in respect of any defect to the extent that it is or arises from:
11.2.1 Fair wear and tear
11.2.2 Corrosion or rust
11.2.3 Scratching of painted or polished surfaces
11.2.4 Breakage or dents to the Goods
11.2.5 The subjection of the Goods to unusual physical stress
11.2.6 Any failure of environmental controls
11.2.7 Neglect or misuse of the Goods
11.2.8 Transportation or relocation of the Goods not performed by or on behalf of CAEM
11.2.9 Any modification, adjustment or repair to the Goods made by someone other than a person authorised by CAEM
11.2.10 failure to properly and regularly maintain or use the Goods or to follow any instruction or recommendation of CAEM including any contained in a user manual and (without limiting the foregoing) subject to reasonable and regular inspection of the Goods by the Buyer.
11.3 CAEM will not under any circumstances be liable to the Buyer for:
11.3.1 Damage to property other than the Goods;
11.3.2 Loss of profits;
11.3.3 Consequential or indirect loss.
11.4 The Buyer will be taken to have satisfied himself as to the suitability of the Goods for the purpose which the Buyer requires them and no warranty, term or condition as to the suitability for any purpose of any Goods shall form part of the contract or have any force or effect as collateral thereto and any other terms or warranties that might otherwise arise by statute or by implication of law are hereby expressly excluded.
11.5 Insofar as CAEM may have the benefit of any guarantee or warranty given by any manufacturer of the Goods or other third party CAEM will at the request of the Buyer use all reasonable efforts to ensure that insofar as may be practicable the benefit of such guarantee or warranty ensures to the Buyer.
11.6 Where any Goods are delivered that do not comply with the contract the Buyer shall prior to making any claim for damages or compensation against CAEM afford CAEM a reasonable time and opportunity to act in accordance with Clause 11.1 and CAEM shall in any event not be liable to the Buyer for any loss or waste of storage, warehousing, shipping, processing, manufacturing or other space or facility or labour time or effort expended of any like nature.
11.7 No Goods may be returned other than in accordance with CAEM's returns procedure set out below in App A.
- GENERAL LIMITATION OF LIABILITY
12.1 Without prejudice to the operation of any other terms, conditions or warranties herein contained where any Goods are delivered that do not comply with the contract any liability of CAEM to the Buyer for any loss or expense of whatsoever nature thereby occasioned shall be limited to and shall not exceed a sum equal to twice the contract price of that part of the Goods in respect of which the default has been made.
12.2 CAEM gives no assurance whatsoever that Goods not manufactured by CAEM or any holding or subsidiary company of CAEM as those terms are defined in Section 736 of the Companies Act 1985 will not infringe the patent, copyright or other industrial property rights of any other person, firm or company
12.3 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
12.4 CAEM seeks to limit or exclude its liability in respect of death or personal injury arising from its negligence or in respect of loss to the Buyer arising from fraud only to the extent permitted by law
- CANCELLATION OF ORDERS
Once an order has been accepted it cannot be cancelled save in the sole discretion of CAEM and subject to CAEM being indemnified against all charges or expenses incurred in relation to the order and any losses including loss of profit which may be occasioned by such cancellation
- INFORMATION PROVIDED BY SELLER
Any drawing or details of quantities or other information supplied by CAEM to the Buyer shall be treated as approximate only and subject to verification by the Buyer and in the event of any alteration, modification or amendment after the quotation CAEM reserves the right to alter modify or amend its quotation accordingly
- INVALID TERMS
15.1 Insofar as it may appear to any court arbitrator or tribunal that any term of these Conditions which seeks to impose any restriction or limitation of liability on the part of CAEM to any specified sum or percentage of the price of the Goods and to which the Unfair Contract Terms Act 1977 applies does not satisfy the requirement of reasonableness, such restriction shall not be disregarded or treated as null and void or as having no application but shall be construed as if there were substituted therein such greater minimum specified sum or percentage of the price of the Goods as would in the opinion of the court arbitrator or tribunal be reasonable and shall be given effect accordingly
15.2 Subject to Clause 15.1 if it appears to any court arbitrator or tribunal that any term of these Conditions is invalid or unenforceable as a result of the application of any rule of law or construction, such terms shall be deemed to have been deleted from the document which shall be construed accordingly.
- EXPORT TERMS
16.1 In this condition “Incoterms” means Incoterms 2010 being the official rules for the interpretation of trade terms published by the International Chamber of Commerce in Paris. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in this condition.
16.2 Where the Goods are supplied for export from the United Kingdom the provisions of this Clause 16 shall (subject to any special terms agreed in writing between the Buyer and CAEM) apply notwithstanding any other of these Conditions. They will also apply for triangular invoicing sales where goods origin is different from Talke, UK (be it China, Italy) and shipped directly to a customers’ specified location
16.3 Unless otherwise agreed in writing between the Buyer and CAEM the Goods shall be delivered EXW CAEM's premises in Talke England as provided in Incoterms.
16.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at CAEM's premises before shipment. CAEM shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment or in respect of any damage during transit.
16.5 The Buyer shall be solely responsible for obtaining all necessary import authorisations the payment of any applicable import taxes imposts or duties and CAEM shall be under no obligation to give the Buyer the notice specified in Section 32(3) of the Sale of Goods Act 1979
16.6 Payment of all amounts due to CAEM shall be made by either 100% payment at time of placing the order or irrevocable letter of credit opened by the Buyer in favour of CAEM and confirmed by a bank acceptable to CAEM or if CAEM has agreed in writing on or before acceptance of the Buyer's order to waive this requirement by acceptance by the Buyer and delivery to CAEM of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of CAEM at such branch of Barclays Bank in England as may be specified in the bill of exchange.
17.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice
17.2 No waiver by CAEM of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
17.3 The contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts
- NO RETURNS POLICY
Please refer to separate document addendum A
19.1 Where CAEM has agreed to provide the Installation Service clauses 19 to 29 of these Conditions shall apply in addition to clauses 1 to 18
19.2 The extent of work at the Buyer’s site is set out in the Quotation.
19.3 CAEM draws the Buyer’s attention to the fact that, unless stated to the contrary in the Quotation, the Quotation excludes building, or engineering work
- CUSTOMER SERVICES
20.1 It is the Buyer’s responsibility to provide the following services at all the Buyer’s own cost and risk and in good time to enable CAEM to carry out the Installation Service:-
20.1.1 Access to any part of the site;
20.1.2 Removal from the site of all Buyer’s property not necessary for performance of the contract;
20.1.3 Any scaffolding or plant and equipment necessary for the work;
20.1.4 All labour not offered in the Quotation;
20.1.5 Lighting, power or water or other necessary services;
20.1.6 Secure storage for all CAEM’s equipment on site; and
20.1.7 The use of welfare facilities and WC
- PASSING OF RISK AND INSURANCE
21.1 Unless otherwise agreed in writing, the Buyer will be responsible for reception on site of all Goods, and the risk of loss to such Goods shall pass to the Buyer upon delivery as provided in these Conditions. The Buyer shall ensure that the Goods are adequately insured against all risks other than CAEM’s default.
21.2 Unless otherwise agreed in writing the Buyer will also be responsible for reception and storage on site of any equipment brought on site by CAEM or at CAEM’s direction. CAEM will take all reasonable steps to protect the equipment but the Buyer will ensure that such equipment is adequately insured against all risks other than CAEM’s own default
- CONTRACT, PRICE, OVERTIME
22.1 Unless otherwise agreed in writing, all prices are based on the cost of materials, transport and labour effective at the date of Quotation. CAEM, however, reserves the right if necessary, to adjust the contract price to make allowance for:
22.1.1 Any fluctuation in the cost of material, labour and transport occurring between the date of the Quotation and the completion of the work; and
22.1.2 Any special payments to the labour on site such as site monies, bonuses, abnormal condition monies and similar payments; and
22.1.3 Any overtime attributable to any work being carried out outside normal working hours.
- PAYMENT AND PAYMENTS ON ACCOUNT
23.1 Unless otherwise stated on the Quotation, payment is due as to 50% of the quoted price on delivery of the Goods and as to 50% on delivery or completion of the Installation Service. CAEM reserves the right to submit weekly invoices where appropriate on account of work in progress and such interim invoices shall be paid within 14 days’ of their date.
23.2 CAEM reserves the right to charge the Buyer interest at 1.75% for every period of four weeks or part thereof on any final or interim invoice unpaid after the due date. CAEM further reserves the right to terminate the contract in the event of any interim invoice remaining unpaid for a period of 14 days after the date due
- ADDITIONAL WORK
Any additional work or services not specified in the Quotation, which CAEM agrees to undertake, shall be charged at CAEM’s current rates (including overtime, if any) and any additional Goods supplied shall be charged at CAEM’s current price applicable at the date of delivery
- COMPLETION WORK
25.1 Whilst CAEM always strives to complete the Installation Service by any date indicated this indication is for your assistance and cannot be guaranteed. Time is not of the essence and the indicated date is not a term of the contract
25.2 It follows that if CAEM is prevented for any reason whatsoever from completing the Installation Service by the indicated date, CAEM cannot accept liability for any loss or damage whatsoever.
25.3 If completion of the Installation Service is delayed by reason of the Buyer’s instructions (or lack of them) or by any variation of instructions, or any interruption by other trades or services, which are beyond CAEM’s reasonable control, the Buyer agrees that CAEM may increase the contract price, if necessary, to take account of any additional costs and overheads caused thereby
26.1 CAEM will make good at CAEM’s own expense any defect in workmanship that occurs within 6 months from completion of the work. This obligation will only be effective if:-
26.1.1 CAEM is notified immediately the defect becomes apparent; and
26.1.2 CAEM is satisfied that the defect does not arise from wear and tear, unsuitable or improper use, overloading, wilful damage, careless or negligent handling or use or improper maintenance (other than by CAEM or for those for whom CAEM are responsible), deficient site preparation or foundations, chemical, electrochemical and electrical influences provided that these are not due to CAEM’s fault.
26.1.3 It is hereby agreed that any defect in workmanship becoming apparent after the said 6 months period shall not be a breach of contract on the part of CAEM, and after that period CAEM will pay current rates for repair work.
26.1.4 Any defect not attributable to workmanship shall be subject to clause 11 and 12 above
26.2 Defects in the Goods shall be dealt with in accordance with clauses 1 to 18 above
27.1 The Buyer hereby agrees to indemnify CAEM:-
27.1.1 Against any liability of CAEM as occupier of the site, whether at common law or by statute, except to the extent that such liability arises from CAEM’s negligence, or of those for whom CAEM is legally responsible;
27.1.2 against any liability arising out of the use of the installed Goods, unless it is proved that such liability arises directly and exclusively out of the negligent installation by CAEM.
28.1 CAEM agrees to hold the Stock shown on the Quotation and the Buyer agrees from time to time Draw Down Goods from the Stock with a written agreement that includes the list of items and the quantity to be held in stock as ‘reorder point’ in a MRP replenish logic.
28.2 Where CAEM has agreed to hold Stock the contract between the parties shall be a continuing one and shall not end by virtue of delivery or installation of any particular Goods.
28.3 The Buyer shall draw down Goods by completing a Stock Draw down Form and sending or delivering it by fax or post to the Buyer
28.4 CAEM agrees:
28.4.1 To hold the Stock at CAEM’s risk and available for delivery or the Installation Service;
28.4.2 To deliver or commence the Installation Service within 14 days of receipt of the Stock Draw Down Form
28.5 Where there has been Draw Down CAEM agrees to maintain the Stock by replacing those Goods subject to the Draw Down
28.6 CAEM may invoice the Buyer for all Goods in the Stock held for more than 6 months. In such case CAEM shall raise an invoice payable by the Buyer in 14 days.
28.7 The Buyer shall pay CAEM for Goods held in Stock which are rendered obsolete by the Buyer making a Change in Specification. In such a case CAEM shall render an invoice which shall be payable within 14 days. CAEM shall be the sole arbiter of whether Goods have been rendered obsolete by a Change in Specification. CAEM agrees to use its reasonable endeavours to sells obsolete stock to a third party.
29.1 Either party shall be entitled to terminate the Contract:
29.1.1 By giving the other party one month’s written notice of termination;
29.1.2 forthwith by giving the other party written notice if that other party commits any continuing or material breach of any of the provisions of the Contract and, in the case of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
29.1.3 Forthwith by written notice if that other party ceases, or threatens to cease, to carry on business
29.2 CAEM may terminate the contract under clause 23.2 above
- PAYMENT OF GOODS AND STOCK UPON TERMINATION
30.1 Where either CAEM or the Buyer have given notice to terminate the contract:
30.1.1 in the case of termination by one month’s notice under clause 29.1.1 CAEM agrees to perform any order for Draw Down in existence but not completed and the Buyer will pay for the Goods subject to any such order in accordance with the terms herein and will pay for the Stock in full by the expiry of the notice period;
30.1.2 in all other cases the Buyer will pay for the Stock in full within 14 days from the date of termination
These Terms and Conditions apply to every PO and Order Confirmation and Commitment taken to Execute Work and Services for the Customer as these are attached to correspondence between CAEM and the Customer.