“The Company” means C B Frost & Co Ltd of Birmingham
“The Buyer” means the person firm or company from whom the order is received
“Goods” means the articles or things or any of them described in the order
“Order” means the order placed by the buyer for the supply of goods
“The Contract” means these conditions together with the order
The Buyer so contracting with the Company shall not be entitled to rely upon any statements
representations or warranties made by the Company or its
representatives or any of them unless the same have been set out in this Agreement.
The Company shall be bound by the Buyers order only if it is in writing and signed by an
Authorized Official on behalf of the company
Neither the Company nor the Buyer shall be bound by any variation waiver of or addition to these
in the Contract except as agreed by both parties in writing and
signed on their behalf.
Upon the Company quoting a price or rate of pricing for goods the Buyer shall accept that such a
quotation is an estimate only and is not legally binding
upon the Company.
All quotations made by the Company are exclusive of VAT, carriage, freight and delivery charges
unless otherwise stated.
Specifications shall be agreed before acceptance of this Order. The Buyer shall furnish all such
information as the Company may reasonably call for to
execute the Contract. The Buyer shall pay all reasonable costs caused to the Company by
unreasonable delay in supplying information reasonably
required by the Company and by the supply of inaccurate information.
All specifications, drawings, dimensions and particulars of weight submitted with the Order are
approximate only.
It shall be the Buyers responsibility to check loading, specifications and dimensions, drawings
to determine their accuracy and to notify the company of
any change it requires in these particulars or variation, which it requires to be made which
conflicts with the particulars stated in the Order.
It shall be the buyer’s responsibility to satisfy itself by means of test or other method that
the goods supplied are fit for the purpose of which they are
supplied.
Drawings, illustrations, descriptions, price lists and catalogues issued by the Company shall
not form part of the Contract unless incorporated therein by
reference or otherwise.
The Company shall within a reasonable time supply the Buyer all particulars and drawings
referred to in the Contract and such drawings and other
particulars of the goods as may be necessary for completion of the order.
The Buyer agrees that it is dealing with the Company in the course of its (the Buyer) business
with the particulars stated in the Order
The Company is not liable under any condition, warranty or representation whether express,
statutory or implied as to the condition, fitness for purpose
or otherwise of the goods it offers for sale. The Company shall not be liable for any loss or
damage whether direct or consequential howsoever arising
through or in connection with any defect in or failure of goods supplied by it or at its order,
or any loss or damage direct or consequential arising
through or in connection with failure to deliver such goods in the time or at all.
If the Company is unable to supply goods in accordance with the Order because of the lack of or
scarcity of or price of a particular type of material the
Company reserves the right to substitute a different material of a similar quality as stated in
the Order.
The Company reserves the right to sub-contract all or any part of the Buyers order as the
Company in its sole discretion deems fit.
Unless otherwise agreed in writing between the parties hereto payment in full shall be made for
the goods within thirty days from the end of the month
in which the invoice was dated. Payment shall not be deemed to have been made until cash has
been handed to the Company or any cheque paid to it
shall have been cleared and the Company’s Bank Account credited with the amount in which the
cheque is drawn.
The property in any goods supplied by the Company or at its order shall not pass to the Buyer
until such time as the Buyer has paid the Company for
them although the risk in respect of the goods shall pass to the Buyer on receipt of the goods.
“Payment is to be construed as provided in Clause 10 (I)
hereof”. Until the Buyer has paid the company for any goods the Buyer shall hold the goods as
bailee for the Company. In event of the Buyer having
disposed of the said goods to a third party then the Buyer shall hold any proceeds arising on
such disposal as trustee for the Company until the Buyer
has paid the company for such goods.
Any time fixed for delivery by this Contract shall run from the acceptance of the purchasers
order or from the date on which the Company is placed by
the Purchaser in possession of such information and drawings which may be necessary to enable
the Company to perform the work agreed upon save
that if delay in delivery occurs for any cause beyond the reasonable control of the Company or
by reason of industrial dispute, shortage of material
specified, etc. the delivery shall be extended for a period such as may be reasonable.
The Buyer shall not be entitled to cancel the Contract by delay caused in delivery unless time
is of the essence of the contract and it is expressly agreed
by the parties hereto in writing that time be of the essence of the Contract.
If by reason of instructions or lack of instructions from the Buyer the despatch of goods in
accordance with the Contract is delayed for fourteen days after the
company has informed the Buyer that the said goods are ready for despatch the goods shall be
deemed to have been delivered in accordance with the Contract and
shall thereafter be deemed to be at the Buyers risk.
The buyer warrants and convenience with the Company that any design or instructions furnished by
him shall not be such as to cause the company to
infringe any letters patent registered design trademark or trade name in the performance of the
Order.
The Buyer shall indemnify the Company against any action claim demand costs charges and expenses
arising from infringement or alleged infringement
of any letters patent registered design or trade mark or trade name protected in the United
Kingdom by the use or sale of the goods if such actions
shall arise as a result of the company having followed a design or instruction of the Buyer or
to the use of goods for a purpose not reasonably to be
inferred by the Company or not disclosed to the Company prior to the making of the contract.
In the event of a claim arising against the Buyer or the Company of the matters referred to in
this Clause the Company shall be notified immediately.
Neither the Buyer nor the Company shall make any admission or statement which might be
prejudicial thereto.
All drawings, specifications and designs given or supplied by the Company shall remain the sole
property of the Company and shall not be passed on to third parties
of the Buyer nor shall it be photocopied, stenciled or duplicated in any manner whatsoever
without the express written permission of the Company. All such items
shall be returned to the Company if the Company so requests it.
It shall be the duty of the Buyer to notify the Company and the Company’s customers (if any) in
writing within three days of delivery of goods of any
defect in or shortage of goods delivered by the Company or at its order.
The liability of the Company in respect of malfunction, unsuitability of materials supplied or
non-fitness for purpose of goods supplied is limited to the
cost of the purchase price of the said goods or materials as invoiced to the Buyer. And the
Company, then the Buyer shall be responsible for the cost of
the method of transport which he has chosen.
When the Company passes goods to a third party for the purposes of transit to the Buyer of the
said goods the Company uses the most economical method of
transport and reserves the right to decide on the method of transport. If the Buyer instructs
the Company that a different form of transport must be used in any
transaction between the Buyer and the Company, then the Buyer shall be responsible for the cost
of the method of transport which he has chosen.
All tool charges paid in full by the Buyer entitles the Buyer to rights of ownership of the
tools. The tools will be held by the Company exclusively for the purpose of
the Buyers orders. Should the Buyer insist on the return of the tools the Company will return
them but may demand that all accounts are paid up to date before
doing so. Where the Buyer has paid a part, tool charge the Company has equal rights of ownership
of the tools and reserves the right to use the tools for other
customers as it deems necessary. In such case, should the Buyer demand the return of the tools
he must pay the additional monies due for the full cost of tooling.