AND CONDITIONS OF SALE
1. In these Conditions the following terms
shall have the following meanings:-
"Supplier" means Castle
"Customer" means the
Customer of the Supplier
"Contract" means any
Contract for the sale of Goods by the Supplier to the Customer
"Goods" means any Goods
forming the subject of this Contract including parts and
components of or materials incorporated in them
2. Quotations by the Supplier unless
otherwise stated in them shall be open for acceptance within 30
days of the date of the Quotation.
3.1 No Contract shall come into existence
until receipt of the Customer's order (however it is given) is
accepted by the earliest of:-
3.1:1 the Supplier's written acceptance; and
3.1:2 delivery of the Goods; and
3.1:3 the Supplier's invoice
or the order form has been completed and
signed on behalf of the Customer and the order
acknowledgment has been signed on behalf of the Supplier.
3.2 These Conditions shall be incorporated in
the Contract to the exclusion of any terms or conditions
stipulated or referred to by the Customer;
3.3 No variation or amendment of these
Conditions or verbal promise or commitment related to it shall
be valid unless committed to writing and signed by or on behalf
of both the Supplier and the Customer.
4.1 Unless expressly stated otherwise the
prices for the Goods are ex-works and exclude packing insurance
and carriage, Value Added Tax, and other taxes or duties.
4.2 The Supplier shall have the right to
adjust its prices for any increase in the price of materials
parts labour transport changes in work or delivery schedules or
quantities or any other costs of any kind arising for any reason
after the date of the Contract.
4.3 Price changes shall take effect on the
date of service on the Customer of written notice of the change.
5.1 All invoices are payable without discount
of any kind in pounds sterling before delivery of the Goods or
where an approved account exists within 30 days of the date
stated in the Supplier's invoice and in no circumstances shall
the Customer be entitled to make any deduction or withhold
payment for any reason at all.
5.2 Without prejudice to any other rights of
the Supplier, if the Customer fails to pay the invoice price by
the due date the customer shall pay interest on any overdue
amount from the date on which payment was due to that on which
it is made (whether before or after judgment) on a daily basis
at a rate of four per cent per annum over the base rate from
time to time quoted by Lloyds TSB Bank plc] and reimburse to the
Supplier all costs and expenses (including legal costs) incurred
in the collection of any overdue amount.
6.1 Notwithstanding the earlier passing of
risk, title in the Goods shall remain with the Supplier and
shall not pass to the Customer until the amount due under the
invoice for them (including interest and costs) together with
all other sums owed by the Customer to the Supplier has been
paid in full.
6.2 Until the title passes the Customer shall
hold the Goods as bailee for the Supplier and shall store or
mark them so that they can at all times be readily identified as
the property of the Supplier.
6.3 The Supplier may at any time before title
passes and without any liability to the Customer:-
6.3:1 repossess and dismantle and use or
sell all or any of the Goods and by doing so terminate the
Customer's right to use, sell or otherwise deal in them; and
6.3:2 for that purpose or determining
what if any Goods are held by the Customer and inspecting
them, enter any premises of or occupied by the Customer.
6.4 Until title passes the entire proceeds of
sale of the Goods shall be held in trust for the Supplier and
shall be held in a separate designated account and not mingled
with other monies or paid into any overdrawn bank account and
shall be at all times identifiable as the Supplier's money.
6.5 The Supplier may maintain an action for
the price of any Goods notwithstanding that title in them has
not passed to the Customer.
Risk, delivery and performance
7.1 The Goods are delivered to the Customer
when the Supplier makes them available to the Customer or any
agent of the Customer or any carrier (who shall be the
Customer's agent whoever pays its charges) at the Supplier's
premises or other delivery point agreed by the Supplier.
7.2 Risk in the Goods passes when they are
delivered to the Customer.
7.3 Any dates quoted by the Supplier for the
delivery of the Goods are approximate only and shall not form
part of the Contract and the Customer acknowledges that in the
performance expected of the Supplier, no regard has been paid to
any quoted delivery dates.
7.4 If the Customer fails:-
7.4:1 to take delivery of the Goods on
the due date; and
7.4:2 to provide any instructions or
documents required to enable the Goods to be delivered on
the due date,
the Supplier may on giving written notice to
the Customer store or arrange for the storage of the Goods, and
on the service of the notice:-
7.4:3 risk in the Goods shall pass to the
7.4:4 delivery of the Goods shall be
deemed to have taken place and
7.4:5 the Customer shall pay to the
Supplier all costs and expenses including storage and
insurance charges arising from Customer's failure.
7.5 The Supplier shall not be liable for any
penalty loss injury damage or expense arising from any delay or
failure in delivery or performance from any cause at all nor
shall any such delay or failure entitle the Customer to refuse
to accept any delivery or performance of or repudiate the
8.1 Any claim for non-delivery of any of the
Goods despatched by the Supplier shall be notified in writing by
the Customer to the Supplier within ten days of the date of the
date of the Supplier's invoice.
8.2 Any claim that any of the Goods have been
delivered damaged, are not of the correct quantity, or do not
comply with their description, shall be notified in writing by
the Customer to the Supplier within three days of the delivery
of the Goods.
Any alleged defect shall be notified by the Customer to
the Supplier within three days of the delivery of the
Goods, or in the case of any defect which is not
reasonably apparent on inspection within seven days of the
defect coming to the Customer's attention and in any event
within ninety days of the delivery of the Goods.
No claims in respect of Goods allegedly damaged in
transit or lost will be accepted if the carrier has been
given a clear receipt for the Goods, or if the Supplier is
not notified in writing of such loss or damage and of the
relevant particulars within the same time limits as those
appropriate to the claim under the standard terms and
conditions of carriage for the time being in force of the
carrier concerned. Such notification through the carrier
shall be given by the Customer and the Supplier shall be
duly advised thereof.
8.5 Any claim under this condition must be in
writing and must contain full details of the claim including the
part numbers of any allegedly defective Goods.
8.6 The Supplier shall be afforded reasonable
opportunity and facilities to investigate any claims made under
this condition and the Customer shall (if so requested in
writing by the Supplier) promptly return any of the Goods the
subject of any claim and any packing materials securely packed
in their original container and carriage paid to the Supplier
8.7 The Supplier shall have no liability with
regard to any claim in respect of which the Customer has not
complied with the claims procedures in these Conditions.
Scope of Contract
9. Under no circumstances shall the Supplier
have any liability of whatever kind for:-
9.1 Any defects resulting from wear and
tear, accident, improper use by the Customer, or use by the
Customer except in accordance with the instructions or
advice of the Supplier or the manufacturer of any Goods or
neglect or from any instructions or materials provided by
9.2 Any of the Goods which have been
adjusted modified or repaired except by the Supplier.
9.3 The suitability of any of the Goods
for any particular purpose or use under specific conditions
whether or not the purpose or conditions were known or
communicated to the Supplier.
9.4 Any substitution by the Customer of
any materials or components not forming part of any
specification of the Goods agreed in writing by the
9.5 Any descriptions, illustrations,
specifications, figures as to performance, drawings, and
particulars of weights and dimensions submitted by the
Supplier, contained in the Supplier's catalogues price lists
or elsewhere, since they are merely intended to represent a
general idea of the Goods and not to form part of the
Contract or be treated as warranties or representations;
9.6 Any technical information,
recommendation, statements, or advice furnished by the
Supplier its employees or agents not given in writing in
response to a specific request from the Customer before the
Contract is made.
Extent of liability
10.1 The Supplier shall have no liability to
the Customer for any loss or damage of any nature arising from
any breach of any express or implied warranty or condition of
the Contract or any negligence breach of statutory duty or other
duty on the part of the Supplier or in any other way out of or
in connection with the performance or purported performance of
or failure to perform the Contract except:-
10.1:1 for death or personal injury
resulting from the Supplier's negligence; and
10.1:2 as expressly stated in these
10.2 If the Customer establishes that any of
the Goods have not been delivered, have been delivered damaged,
are not of the correct quantity, or do not comply with their
description, the Supplier shall at its option replace with
similar Goods any of the Goods which are missing lost or damaged
or do not comply with their description, allow the Customer
credit for their invoice value, or repair any damaged Goods.
10.3 If the Customer establishes that any of
the Goods are defective the Supplier shall at its option replace
with similar Goods or repair any defective Goods, allow the
Customer credit for their invoice value or to the extent that
the Goods are not of the Supplier's manufacture, assign to the
Customer (so far as the Supplier is able to do so) any
warranties given by the manufacturer of the Goods to the
10.4 The delivery of any repaired or
replacement Goods shall be at the Supplier's premises or other
delivery point specified for the original Goods.
10.5 No claim against the Supplier shall be
entertained for any defect arising from any design or
specification provided or made by the Customer or if any
adjustments alterations or other work have been done to the
Goods by any person except the Supplier.
10.6 The Supplier shall not be liable where
any of the Goods the price of which does not include carriage
are lost or damaged in transit and all claims by the Customer
shall be made against the carrier. Replacement for such lost or
damaged Goods will if available be supplied by the Supplier at
the prices ruling at the date of despatch.
10.7 In no circumstances shall the liability
of the Supplier to the Customer under this condition exceed the
invoice value to the Goods.
Health and Safety at Work Act 1974
11. For the purpose of the Health and Safety
at Work act 1974 the Customer hereby undertakes to ensure that
the Goods will be safe and without risks to health and safety
when properly used and in particular to examine the Goods to
establish whether they are safe to use in the condition in which
they are delivered and (without prejudice to the generality of
the foregoing) the Customer undertakes not to use the Goods
without first satisfying its public liability and/or employers
liability insurers or some other person (nor being the Customer
or an employee of the Customer) qualified and competent in such
matters that the Load Chains, Brakes, Steering Systems, Tyres,
Forks and Hydraulics are safe and without risk to health and
safety when properly used and that the Goods satisfy all
statutory requirements for the time being in force.
12.1 The Supplier shall have a lien on all
the Customer's property in the Supplier's possession for all
amounts due at any time from the Customer and may use sell or
dispose of that property as agent for and at the expense of the
Customer and apply the proceeds in and towards the payment of
such amounts on twenty eight days notice in writing to the
Customer. On accounting to the Customer for any balance
remaining after payment of any amounts due to the Supplier and
the costs of sale or disposal the Supplier shall be discharged
from any liability in respect of the Customer's property.
12.2 The Supplier may at its discretion
suspend or terminate the supply of any Goods if the Customer
fails to make any payment when and as due or otherwise defaults
in any of its obligations under the Contract or any other
document with the Supplier or becomes insolvent, has an
administrative receiver appointed of its business, or is
compulsorily or voluntarily wound up or the Supplier bona fide
believes that any of those events may occur, and in the case of
termination may forfeit any deposit paid.
12.3 If the Goods are manufactured in
accordance with any design or specification provided or made by
the Customer, the Customer shall compensate the Supplier in full
on demand for all claims expenses and liabilities of any nature
in connection with them, including any claim, whether actual or
alleged, that the design or specification infringes the rights
of any third party.
12.4 The Customer shall not assign or
(without first obtaining the Supplier's written consent) sub-let
the Contract in whole or in part.
13. The Supplier shall not be liable for any
failure in the performance of any of its obligations under the
Contract caused by factors outside its control.
Law and jurisdiction
14. The Contract shall be governed by English
law and the Customer consents to the exclusive jurisdiction of
the English courts in all matters regarding it except to the
extent that the Supplier invokes the jurisdiction of the courts
of any other country.
15.1 Any notice given under these deed shall
be in writing and may be served:-
15.1.2 by registered or recorded delivery
15.1.3 by facsimile transmission (the
latter confirmed by post);
15.2 Each party's address for the service of
notice shall be its above mentioned address or such other
address as specified by notice to the other.
15.3 A notice shall be deemed to have been
15.3:1 if it was served in person, at the
time of service;
15.3:2 if it was served by post, Forty
eight hours after it was posted; and
15.3:3 if it was served by facsimile
transmission, at the time of transmission.