CROFTS & ASSINDER LIMITED (THE COMPANY)

CONDITIONS OF SALE

1. INTERPRETATION

1.1. Definitions. In these Conditions, the following definitions apply:
Conditions: the terms and conditions set out in this document.
Company: Crofts & Assinder Limited (registered in England and Wales with company number 1237954).
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Company.
Force Majeure Event: has the meaning given in clause 15.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form.
Specification: any specification for the Goods, including any related plans and drawings, that is supplied to the Company by the Customer, or produced by the Company and agreed in writing by the Customer.
1.2. Construction: In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5. a reference to writing or written includes faxes but not e-mails.

2. BASIS OF CONTRACT

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
2.3. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Company and the Customer for the sale of the Goods.
2.5. A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

3. DELIVERY

3.1. Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
3.2. The date of delivery shall in every case be dependent upon the receipt of all necessary information final instructions or approvals from the Customer. Alterations by the Customer in design specification or quantities required may result in delay in delivery and/or an increase in costs.
3.3. The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after the Company notifies the Customer that the Goods are ready.
3.4. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
3.5. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.6. If the Customer fails to accept delivery of the Goods within 3 Business Days of the Company notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company's failure to comply with its obligations under the Contract:-
3.6.1. delivery of the Goods shall be deemed to have been completed at 9.00am on the third Business Day following the day on which the Company notified the Customer that the Goods were ready; and
3.6.2. the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
3.7. If 10 Business Days after the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
3.8. The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
3.9. The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these Conditions.
3.10. Unless otherwise expressly agreed any packaging supplied by the Company is intended to be only sufficient to protect the goods for all normal conditions of transit to the Customer and for that normal period of transit only.
3.11. The Company expressly reserves the right to effect delivery of any Goods in whatever form the Company may consider to be most appropriate.
3.12. The costs of delivery shall be payable by the Customer in accordance with clause 6.4.
3.13. The Company reserves the right to make a reasonable charge if the Customer makes a special request that the Goods be posted by the Company or be sent by special means.
3.14. A delivery note or notes for the Company must be signed on receipt of the Goods

4. RISK & TITLE

4.1. Risk shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods:-
4.1.1. If the Company delivers the Goods by its own transport at the time when the Goods or a relevant part thereof arrive at the place of delivery, or
4.1.2. In all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of the Company whether or not the Company arranges transport and where the Goods are delivered by carrier, any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions and the Customer must also notify the Company within 14 days in accordance with Condition 8.
4.2. Not withstanding delivery and the passing of risk property in and title to the Goods shall remain in the Company until the Company has received payment of the full price of (a) all Goods the subject of the Contract and (b) all other goods supplied by the Company to the Customer under any contract whatsoever.
4.3. Until property in and title to the Goods passes to the Customer, the Company shall be entitled at any time forth with to revoke the Customer's power to deal with the Goods; and it shall automatically cease if the Customer shall commit or be subject to any act of insolvency as detailed in clause 15.
4.4. Until property in and title to the Goods has passed to the Customer; pursuant to the terms hereof it shall possess the Goods as bailee of the Company. If the Company so requires, the Customer shall store all other goods separately from the Goods and shall ensure that they are clearly identifiable as belonging to the Company and shall ensure that the Goods are properly stored protected and insured.
4.5. Upon termination of the Customer's right to deal with the Goods the Customer shall place the Goods at the disposal of the Company and the Company and its servants and agents are hereby irrevocably authorised without the need for consent of any third party to enter upon the premises of the Customer or any other third party where the Goods are stored in order to recover them.

5. QUALITY

5.1. The Company warrants that on delivery the Goods shall:
5.1.1. conform in all material respects with their description and any applicable Specification; and
5.1.2. be free from material defects in design, material and workmanship.
5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing to the Company within 14 days of delivery (in relation to defects apparent on reasonable inspection) and within 6 months of delivery for latent defects) that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
5.2.2. the Company is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Customer's cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. The Company shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 if:
5.3.1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.1.2; or
5.3.2. the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
5.3.3. the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer; or
5.3.4. the Customer alters or repairs such Goods without the written consent of the Company; or 5.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnorma
l storage or working conditions.
5.4. Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
5.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

6. PRICES

6.1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company's published price list in force as at the date of delivery.
6.2. The prices are unless otherwise stated quoted net ex-works exclusive of VAT and are subject to
fluctuation in the event of any increase in the cost of labour due to local or national awards or increases in the cost of materials or overheads. Any increase in such costs during the period will be added to the quoted price.
6.3. In the event of any alteration being required by the Customer in design or Specification the Company shall be entitled to make an adjustment of the contract price corresponding to the costs of such an alteration.
6.4. Pursuant to clause 3.12 above the cost of carriage and packaging shall, unless otherwise agreed in writing by the Company be charged extra and is not refundable. The costs and charges of packing, insurance and transport of the Goods shall be paid by the Customer when it pays for the Goods.
6.5. If the Buyer requires fixed prices in advance for any Goods the Company will provide a written quotation which will remain operative for the time therein stated.
6.6. VAT will be charged by the Company at the rate in force at the time the Goods are dispatched to the Customer.

7. TERMS OF PAYMENT

7.1. Credit accounts can be opened on receipt of satisfactory bank and trade references and by completing the Company’s credit application form.
7.2. The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.3. Subject to the following provisions of this Condition all Goods supplied by the Company shall be paid for by the Customer, in full and cleared funds within 30 days of the date of the relevant invoice.
7.4. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
7.5. If full payment of the tax inclusive purchase price is not made within 30 days of the date of the relevant invoice the Customer shall pay the Company interest on the sum outstanding under the invoice at the rate of 5% per annum above the base rate of HSBC Bank Plc in force at date of issue by the company of the relevant invoices such interest being calculated by reference to the entire period from the date of issue of the relevant invoice to the date of actual payment such interest accruing daily
. 7.6. Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoice in accordance with these conditions.
7.7. No disputes arising under the Contract nor delays beyond the reasonable control of the Company shall interfere with prompt payments in full by the Customer.

8. DIMENSIONS

The Company reserves the right to alter or change dimensions of the Goods supplied within reasonable limits having regard to the nature of the Goods. Dimensions specified by the Company are to be treated as approximate only unless the Customer specified states in writing that exact measurements are required.

9. SHORTAGES AND DEFECTS APPARENT ON INSPECTION

9.1. The Customer shall have no claim for shortage or defects apparent on visual inspection unless:-
9.1.1. the Customer inspects the Goods within three working days of arrival at the Delivery Location; and
9.1.2. a written complaint is made to the Company within 14 days of receipt of the Goods or such shorter period as the carriers conditions (if applicable) require specifying the shortage or defect and
9.1.3. the Company is given the opportunity to inspect the Goods and any packing materials which shall be retained by the Customer and investigate any complaint before any use is made of the Goods
9.2. If a complaint is not made to the Company as herein provided then the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to pay for the same accordingly
9.3. In the case of non delivery of Goods written notification of non delivery shall be given to the Company within 14 days of the relevant invoice

10. DEFECTS NOT APPARENT ON INSPECTION

10.1. The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of inspection unless:-
10.1.1. a written complaint is sent to the Company as soon a is reasonably practicable after the defect is discovered and no use is made of the Goods thereafter and no alteration made thereto before the Company is given an opportunity to inspect the Goods in accordance with this condition and
10.1.2. the complaint is sent within six months of the delivery of the Goods or in the case of Goods not manufactured by the Company within the guarantee period specified by the manufacturer of such item.
10.2. The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
10.3. The Company shall not be liable for loss or damage suffered by reason of goods after the Customer becomes aware of a defe
ct or after circumstances which should reasonable indicated to the Customer the existence of a defect. 10.4. The Company may within 15 days of receiving such a written complaint (or 28 days where the Goods are situate outside the United Kingdom ) inspect the Goods and the Customer if so required by the Company shall take all steps necessary to enable the Company to do so.

11. LIABILITY

11.1. Nothing in these Conditions shall limit or exclude the Company's liability for:
11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.1.2. fraud or fraudulent misrepresentation; or
11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.1.4. defective products under the Consumer Protection Act 1987; or
11.1.5. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
11.2. Subject to clause 11.1:
11.2.1. the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by the Company, its employees, agents or subcontractors); and
11.2.2. the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by the Company, its employees, agents or subcontractors shall not exceed the price of the Goods.

12. CONFIDENTIAL INFORMATION

All drawings documents patterns samples and other information or intellectual property supplied by the Company are supplied on the strict understanding that copyright is reserved to the Company and that the Customer will not without the written consent of the Company either give away loan exhibit or sell any such prototypes samples drawings (or extracts there from or copies thereof) or use or disclose them in any way except in connection with Goods in respect of which they were issued.

13. CUSTOMERS DRAWINGS

13.1. The Customer shall be solely responsible for ensuring that all drawing information advice and recommendations given to the Company either directly or indirectly by the Customer or by the Customer's agents servants consultants or advisers are accurate correct and suitablexamination or consideration by the Company of such drawings information or advice or recommendations shall in no way limit the Customer's responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.
13.2. The Customer shall indemnify the Company from and against all action claims cost and proceedings which arise due to the manufacture of Goods to the drawings Specifications of the Customer where such drawings or Specifications are at fault or where it is alleged that they involved an infringement of a patent copyright or registered design or other intellectual property right of whatever nature.
13.3. The Company shall be under no liability in respect in any defect in the Goods arising from any drawings, or Specification supplied by the Customer.

14. TERMINATION

14.1. If the Customer becomes subject to any of the events listed in clause 14.2, or the Company reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Company without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
14.2. For the purposes of clause 14.1, the relevant events are:
14.2.1. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
14.2.2. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or 14.2.3. (being an individual) the Customer is the subject of a bankruptcy petition or order; or
14.2.4. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
14.2.5. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or
14.2.6. (being a company) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or
14.2.7. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or
14.2.8. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2 to clause 14.2.6 (inclusive); or
14.2.9. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or
14.2.10. the financial position of the Company deteriorates to such an extent that in the opinion of the Customer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.
14.2.11. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

15. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, volcanic activity, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

16. LEGAL

The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.

17. MISCELLANEOUS

17.1. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2. The Customer may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
17.3. Each and every obligation contained in these conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceability of any such obligation. No failure or delay on the Company to excise any of its rights under the Contract shall operate as a waiver of nor shall any wavier by the Company of any breach by Customer of any of its obligations under the Contract affect the rights of the Company in the event of any further or continuing breach. These conditions and the contract shall not create or evidence or be deemed to create or evidence any agency partnership between the on one hand and the Customer or any third party on the other.
17.4. The Contract is personal to the Customer, who shall not assign or in any way part with the benefit without the Company's prior consent.
17.5. For the avoidance of doubt save as expressly provided herein nothing in these Conditions shall confer on any third party any benefit or the right to enforce any provision of these Conditions.
17.6. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

June 2010

Well connected Overseas Agents required to sell unique decorative hardware to end users and suppliers of furniture fittings throughout the furniture industry.

Excellent commission rates available.