Terms and Conditions

Clark Mezzanines Ltd Terms and Conditions:

CONDITIONS OF SALE

DEFINITIONS

In these conditions, unless the context otherwise requires:“Seller”: means Clark Mezzanines Ltd

“Buyer”: means the person firm or company with whom a contract of sale is entered into by the Seller; “Goods”: means the goods which are the subject of the contract of sale between the Seller and the Buyer; “conditions”: means these conditions of sale;

“contract”: means a contract of sale for the Goods governed by these conditions.

2. ORDERS

Any order by the Buyer for the Goods shall incorporate unconditionally these conditions and a contract shall not come into existence until the Seller has unconditionally confirmed in writing the acceptance of the order for the Goods.

3. LIMITATION OF SELLER’S LIABILITY

Except as otherwise expressly provided for in these conditions the Seller shall have no liability of any kind whatsoever (save where and to the extent that such liability cannot lawfully be excluded by the express provision to that effect) to the Buyer in respect of any loss or damages (whether direct, indirect or consequential) suffered by the Buyer or his servants or agents whether in contract or otherwise howsoever and whether for loss of damage to property or for death or bodily injury or otherwise howsoever in respect of the goods (or for any work done or services rendered by the Seller in connection with the Goods).
Claims in respect of any alleged defect in the quality of the Goods must be made in writing within 7 days of delivery thereof. If any fault either in materials or workmanship is proved by the Buyer to have been occasioned before the Goods were despatched from the Seller’s premises, the Seller will at the Seller’s sole option either repair or replace the Goods or give credit for the invoiced price thereof to the Buyer subject always to the Goods being returned to the Seller within 7 days of receipt by the Seller of a written complaint in writing from the Buyer.

4. WARRANTIES

The Seller shall not be bound by an oral warranty purported to be given by the Seller or on the Seller’s behalf unless it is confirmed in writing such confirmation being signed by the Seller or by a person duly authorised on behalf of the Seller to give such warranty and who is actually known by the Buyer to have such authority.
Any implied condition or warranty (statutory or otherwise) as to the quality of the Goods including (but without prejudice to the generality of the foregoing) any such warranty or condition as to merchantability or merchantable condition of the Goods or their fitness for any particular purpose or as to their correspondence with or to description or sample given by or on behalf of the Seller are hereby excluded (insofar as and to the extent that such exclusion is permitted by law).

5. DESCRIPTION OF GOODS

All descriptions and illustrations of the Goods contained in any catalogues, price lists, advertising matter and other literature of the Seller are intended merely to present a general idea of the Goods described or shown therein and none of them shall form part of the contract between the Seller and the Buyer.

6. RETENTION OF TITLE

All goods supplied by the Seller to the Buyer under a contract between the Seller and the Buyer shall remain the sole and absolute property of the Seller both in law and in equity until the Buyer shall have paid to the Seller the agreed price of the Goods together with the full price of any other goods supplied by the Seller to the Buyer pursuant to any other contract between them.
The Buyer acknowledges that it is in possession of the Goods solely as bailee for the Seller until the Buyer shall have paid to the Seller the contract price for the Goods together with such price in respect of any other goods supplied by the Seller to the Buyer pursuant to any other contract between the Seller and the Buyer which is wholly or partially outstanding.

6.2 Until such time as in accordance with the above provision the Buyer becomes the owner of the Goods and the Buyer will store them on its premises separately from the Buyer’s own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Seller.

The Buyer’s right to take possession of the Goods shall cease if payment for the Goods is not made when due or if the Buyer become insolvent or does anything or fails to do anything which would entitle a receiver or sequestrator of trustee to take possession of any assets of or under the control of the Seller or which would entitle any person to invoke any procedure to take any proceedings (whether voluntary, administrative orcompulsory) under the Insolvency Act 1986 or if the Buyer becomes subject to any procedure, order or proceedings (whether voluntary, administrative or compulsory) under the Insolvency Act 1986 and the Seller may thereupon enter upon any premises where the Goods are stored or where they are reasonably thought to be stored for the purpose of repossessing them (using reasonable force if necessary).
Notwithstandingtheretention of property in the Goods by the Seller in accordance with the above provisions the Goods shall be at the risk of the Buyer as soon as they are delivered by the Seller to the Buyer’s transport or to the Buyer’s premises or otherwise to its order as the case may be.
Until such time as in accordance with the above provisions either the Buyer shall have ceased to have the right to retain possession of the Goods or shall have acquired the property in them the Buyer is licensed by the Seller to agree to sell the Goods on the Seller’s behalf as agent of the Seller save that the Buyer shall not hold itself out as such but shall sell on its own account and shall hold the entire proceeds of sale as trustee for the Seller and shall pay them into a separate bank account opened for the purpose and approved by the Seller and shall ensure that in no circumstances are the proceeds mingled with other money or paid into an overdrawn bank account but are at all times identifiable as the Seller’s money.
If the Buyer has not received the proceeds of any such sale it will if called upon to do so by the Seller assign to the Seller within seven days after being required in writing so to do by the Seller all rights against the person or persons by whom the proceeds are owed.

7. LIEN

Without prejudice to the Seller’s other rights against the Buyer, the Seller shall in respect of all unpaid debts due from the Buyer have a general lien on all materials, equipment and other property of the Buyer in its possession and shall be entitled if any part of such debts shall remain unpaid at the expiration of 14 days after the Seller shall have given written notice to the Buyer requiring payment thereof, to dispose of such materials, equipment and other property as it thinks fit and to apply those proceeds of sale (if any) in or towards payment of such debts.

8. PRICE AND PAYMENT

Unless otherwise expressly agreed in writing in the case of exports the price payable for the Goods shall be the relevant price shown in the Seller’s price list current at the date of despatch of the Goods (or in case there is no such list the price stipulated by the Seller) to which shall be added Value Added Tax and any applicable costs of insurance and carriage by land and/or sea and/or air (as appropriate).
Any price set out in any quotation given by the Seller shall be deemed to be solely for the information of the Buyer and shall not impose any obligation on the part of the Seller that he will deliver the Goods at that
Unless otherwise agreed in writing in the case of exports, the price for the Goods shall be paid in full in the currency specified in the order for the Goods by the end of the month following that in which the Goods were delivered or the Seller was notified that the Goods were available for collection.
Interest shall accrue from day to day (calculated from the date of delivery or collection of the Goods as the case may be) on any amounts not so paid at 3% per month over Barclays Bank PLC’s base rate compounded monthly, which rate shall apply both before and after any judgement.
The Buyer shall not be entitled to withhold payment for the Goods or part thereof as a result of any dispute concerning the Goods or other goods supplied by the Seller and shall not be entitled to exercise any right of set-off against the price payable for the Goods.
If the Buyer shall become unable to pay its debts (which shall be deemed to include any amount overdue from the Buyer to the Seller) or become insolvent or subject to any procedure, order or proceedings under the Insolvency Act 1986 the Seller shall have the right either to suspend or withhold delivery of the Goods until the full amount of the invoice price is paid to the Seller or to cancel the contract forthwith by giving written notice to the Buyer. The provisions of this paragraph shall apply without prejudice to any other rights or remedies the Seller may have against the Buyer.

9. TERMINATION

If:

any debt due from the Buyer to the Seller is unpaid within 7 days after becoming due;
the Buyer becomes insolvent or goes into liquidation (both of which expressions shall whenever they appear in these conditions be interpreted in accordance with the provisions of Section 247 of the Insolvency Act1986) or has a receiver appointed over any of its assets; or
the buyer fails to take delivery or collect the Goods within 7 days after the Buyer should have done so; or
the buyer has failed to provide any letter of credit, bill of exchange or any other security required by the contract between the Seller and the Buyer in the terms of such requirement;

the Seller shall (without prejudice to any other rights the Seller may have) be entitled to cancel the contract and reclaim any of the Goods not paid for in full which have been delivered to the Buyer, and shall be entitled to claim for any direct or consequential loss to the Seller caused as a result of such cancellation.

10. SUB-CONTRACTS

The Seller shall be entitled to sub-contract all or part of any contract for sale of the Goods.

11. DELIVERY OR COLLECTION

Whilst the Seller will make every reasonable effort to deliver the Goods or make them available for collection as the contract may require on the date stipulated in or required by contract between the Seller and the Buyer, the date of delivery or availability for collection shall not be of the essence of the contract and the Seller shall not be liable in damages for any delay in delivery.
If the Buyer refused to take delivery of or collect the Goods during the hours of 8:00amuntil5:30pm Monday to Friday inclusive then the Buyer shall be liable to the Seller for any expenses incurred by the Seller as a result (including reasonable storage charges).
Unless otherwise agreed, the Goods shall be collected from the Seller’s premises or the place designated in the contract as the case may be by the Buyer without delay on being notified that the Goods are available for If the Goods are not collected within 7 days of such notification, the Seller shall be entitled to store or arrange storage for them at the Buyers expense or deliver them to the Buyer’s premises and to claim from the Buyer the costs of insurance, freight and carriage.
In the event that the Seller delivers the Goods to the premises of the Buyer or to a location directed by the Buyer and the Buyer fails to unload the Goods from the vehicles of the Seller within two hours of arrival of the Seller, the Seller shall be entitled to charge the Buyer for any additional costs borne by the Seller whether as a result of standing time, increased haulage and/or transport costs or otherwise.
In the case of export sales the Buyer shall be liable for all costs, fines or other expenses whatsoever arising from any delay or deviation in transit as a result of any act or omission by the Buyer or its
The Seller shall have the right to make part deliveries of an Each such delivery shall be deemed to be the subject matter of a separate contract and shall be paid for accordingly.

12. QUANTITY TOLERANCES

Quantities of the Goods are subject to tolerances of 10% under or over the quantity of the Goods specified in the contract and in the event of such variation, the price payable for the Goods will be adjusted appropriately.

13. INSPECTION

Where it has been agreed that the Buyer shall inspect or test the Goods before delivery or collection then if the Buyer fails to do so within 7 days of being notified that the Goods are available for this purpose or, having inspected the Goods, fails to notify the result of such inspection or test within 7 days thereafter the Buyer shall be conclusively deemed to have accepted the Goods as being in accordance with the Contract.

14. FORCE MAJEURE

In the event of war, invasion, acts of foreign enemies hostilities (whether war is declared or not) civil war, rebellion, revolution, insurrection or military or usurped power, the Seller shall be relieved of all liability incurred under the contract between the Seller and the Buyer wherever and to the extent to which the fulfilment of such obligation is prevented, frustrated or impeded as a consequence of any such event or by any statutes, rules, regulation, order or requisitions by any government department, council or other duly constituted authority, or strikes, lock-outs, breakdown of plant or any other cause (whether or not of a like nature) beyond the Seller’s control.

15. PURPOSE

The Buyer shall satisfy itself as to the suitability of the Goods for the purpose for which the Buyer requires them, and the Buyer shall not be entitled to rely on recommendations or suggestions in any of the Seller’s literature as statements offact or representations. To the extent permitted by law the condition implied by Section 14(3) of the Sale of Goods Act 1979 is hereby excluded.

16. ENTIRE CONTRACT

These conditions contain the entire obligations entered into between the Seller and the Buyer and in the case of any inconsistency between any letter, quotation or form of contract sent by one party to the other (whatever their respective dates) these conditions shall prevail.

17. TIME FOR PERFORMANCE

Subject as provided in this condition and to the other conditions herein contained the Goods shall be delivered on the date or dates specified in writing by the Seller when the Buyer’s order is
Specifieddeliverydates are subject to:
- receipt by the Seller of all information required for the manufacture of the Goods; and
- production or delivery of the Goods being hindered or prevented by any cause whatsoever beyond the control of the
In the event of delay by reason of any of the matters set out in paragraph (2) of this condition(s) the delivery period shall be extended by such time as the Seller may reasonably
The time performance of the contract by the Seller shall not be of the essence of the

18. ACCEPTANCE

No claims for non-delivery or partial delivery or damage to the Goods occurring prior to delivery thereof or in respect of alleged breach of contract by reason that the Goods are not in accordance with the contract will be accepted by the Seller unless notified in writing by the Buyer to the Seller:

within 3 working of delivery if the claim is for alleged partial loss or damages in respect of alleged non-compliance with the terms of the contract; or
within 3 working days of the date of the invoice in the case of alleged non-

18.2 If the Buyer shall fail to give notice in accordance with the provisions of paragraph (1) of this condition the Goods shall be bound to accept and pay for the same accordingly.

19. DEFECTIVE GOODS — INSTALMENTS

Where the Goods are to be delivered by instalments any defect in any instalment shall not be a ground for the cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.

20. PROPER LAW AND JURISDICTION

The contract between the Seller and the Buyer shall be governed by English Law and subject to the sole jurisdiction of the English Courts in every particular including formation and interpretation and shall be deemed to have been made in England.
Each party submits to the exclusive/non-exclusive jurisdiction of the English

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