In these conditions, unless the context requires otherwise:
1.1 'Buyer' means the person who buys or agrees to buy the goods 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 goods are to be delivered;
1.4 'Goods' means the articles which the Buyer agrees to buy from the Seller;
1.5 'Price' means the price for the Goods excluding carriage, packing, insurance and VAT; and
1.6 'Seller' means Carafax Limited of Rotterdam Road, Sutton Fields Industrial Estate, Hull, Yorkshire, England HU7 0XD (Registered in England as Company number 1874815)
2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 The Seller reserves the right to cancel an order for Goods or suspend Delivery where before the Delivery Date the Buyer undergoes a material change of control, or enters into administration, or a company or individual voluntary arrangement, or credit insurance cover is withdrawn.
3 Price and payment
3.1 The Price shall be the Seller's quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
3.2 Payment of the Price and VAT shall be due within 30 days of the month of supply.
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 National Westminster Bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.4 The Buyer cannot offset against the Price of any Goods any sums on any account whatsoever.
4 The Goods
The quantity and description of the Goods shall be as set out in the Seller's quotation or its catalogue. All images, descriptive matter and specifications are intended to give an approximate description of the product, and are to be taken as a guide only. The Seller reserves the right to amend specifications, measures, colour and availability without prior notice.
5 Warranties and liability
The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6 Delivery of the Goods
6.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller reserves the right to suspend Delivery where payment for Goods already delivered remains outstanding or where the Buyer is in breach of agreed credit terms, or credit insurance cover is withdrawn. The Buyer will remain responsible for payment in respect of all Goods ordered.
7 Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer or if earlier when the Buyer first uses the Goods.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8 Title and risk
8.1 The Goods shall be at the Buyer's risk as from delivery.
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.2.1 the Buyer shall have paid the Price plus VAT in full; and
8.2.2 no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9 Goods ordered on Call Off
9.1 Where the Buyer has placed an order for Goods to be called off within an agreed period of time, at the end of that period the Seller is entitled to invoice and be paid for all remaining Goods the subject of that order regardless of whether such Goods have been called off and delivered to the Buyer.
10 Remedies of Buyer and Limitation on Liability of Seller
10.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale and in particular no right to claim any direct, indirect or consequential loss or damage.
10.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods. 10.3The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
10.4 The Seller cannot be held responsible for any negligence or fraudulent activity resulting from the failure by the Buyer to ensure that login information remains secure, and only authorised personnel place orders.
11 Proper law of contract
This contract is subject to the law of England and Wales.