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CSE Crosscom Terms & Conditions of Sale

DEFINITIONS

BUYER – the person(s) or company whose order for Goods is accepted by CSE. GOODS – all articles sold to the Buyer, including replacements for defective items. CONTRACT – any legally binding agreement arising between the Buyer and CSE for the sale of Goods.

Headings in these Conditions are for ease of reference only and shall not affect interpretation.

ORDER ACKNOWLEDGEMENT

All orders will be accepted by CSE as subject to and in accordance with the following terms and conditions of sale, which shall be deemed to be incorporated into a Contract. By the placement of an order (by whatever means) the Buyer will be deemed to have acknowledged and accepted the said terms and conditions and will be bound by them. CSE will not accept any purported variation to the said terms and conditions that may be included in any written document (including any order form) from the Buyer, except by prior agreement by the Directors of CSE.

PRICING

Prices charged are those prevailing at the time of order. Prices quoted in any CSE publication are in £ Sterling, ex-works, unless otherwise stated, and are current at the time of printing. CSE reserves the right to amend prices at any time without prior notice due to currency fluctuations and the continuous increases in raw material costs.

VAT

All prices quoted are exclusive of VAT, which will be added at the time of delivery in accordance with prevailing legislation.

PAYMENT TERMS

Settlement of our invoices are:

  • For credit account holders; 30 Days from date of

The Owners reserves the right (without prejudice to its other remedies) to change daily interest on outstanding amounts, until payment in full is received by the Owners at a rate equal to 4.5 per cent per annum above the Bank of England  base lending rate as current from time to time, whether before or after judgement. THE DESPATCH OF FURTHER GOODS ORDERED CANNOT BE GUARANTEED IF OUR PAYMENT TERMS ARE NOT ADHERED TO. In the event of the account being continually in arrears then CSE reserves the right to withdraw credit facilities.

  • For buyers without a credit account; Goods are dispatched against cleared funds.
  • CREDIT ACCOUNTS

A Buyer wishing to open a credit account may be requested to  furnish the company with one bank and two trade references. CSE reserves the right in its absolute discretion to grant refuse or discontinue any credit facilities at any time. Until a credit rating has been approved or established, payment of Goods should be made in accordance with “Payment Terms” clause.

CHANGE OF ADDRESS

CSE must be notified of any change of address in writing. The Buyer will be responsible for any and all costs and expenses resulting from the failure to notify.

COLLECTION OF GOODS

A Buyer wishing to collect Goods must do so within 2 working days of arranging the collection. If the Goods are not collected within the said period, CSE will charge the Buyer a 20% restocking fee.

DELIVERY

Delivery will take place to the Buyer’s invoicing address unless otherwise agreed with CSE. Written confirmation of such alternative address must be provided by the Buyer. CSE may make delivery by any method of transport available. CSE will use reasonable endeavours to meet delivery estimates but cannot accept any liability whatsoever for failure to do so, however arising. Failure to meet a delivery date where deliveries are by instalment under the Contract in accordance with “Delivery Schedules” shall not prejudice the right of CSE to make further deliveries by instalment under that Contract.

SHORT DELIVERY OR DAMAGE IN TRANSIT

CSE will not consider any claim for shortage of delivery or damage in transit unless notice is given within 48 hours of the receipt of Goods. No claim in respect of non-delivery of Goods will be considered unless written notification is given to CSE within 10 days from receipt of invoice in respect of the Goods. In this condition, time shall be deemed to be of the essence. PARCELS RECEIVED IN A DAMAGED CONDITION SHOULD BE REFUSED AND CSE ADVISED.

WARRANTY

CSE warrants that all of its products sold hereunder will at the time of delivery be free from defects in materials and workmanship and will conform to CSE’s applicable specifications or, if appropriate, to specifications accepted by CSE thereof. CSE’s obligation hereunder shall be limited to, at CSE’s option, either correcting or replacing any non-conforming product for which written notice or on-conformance hereunder is received by CSE within 11 months following date of delivery provided such non- conforming product is, with CSE’s prior written authorization, returned to CSE within 30days after such 11 months period at Buyer’s expense. In no event will CSE be liable for any incidental or consequential damages.

This warranty shall not apply to any products in other than their original conditions, or to any products which CSE determines have, by Buyer or otherwise, been subjected to operating and/or environmental conditions in excess of the maximum values thereof in the applicable specification or operating instructions, or otherwise have been the subject of misuse, neglect, improper installation, repair, alterations or damage. Parts or products replaced shall be the property of CSE. THIS WARRANTY EXTENDS TO BUYER ONLY AND NOT TO BUYER’S CUSTOMERS OR USERS OF BUYER’S PRODUCTS. Except as expressly stated above, all other warranties, conditions and representations, express or implied statutory or otherwise, are hereby excluded and CSE shall not be liable in contract or otherwise for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or in conjunction with, the installation, use or failure of articles sold or any defect in them or from any other cause and whether or not any such matter amounts to a fundamental breach of the contract.

CANCELLATION

  • Should CSE fail to deliver the Equipment within a reasonable period of acknowledged delivery date the Purchaser may give 90 days written notice of his intention to cancel the undelivered portion of the order. The purchaser shall pay to CSE the balance of the order price for all equipment delivered up to the end of the period of notice.
  • Should the contract be cancelled for any other reason by the purchaser, then the purchaser shall pay to CSE
    • The balance of the order price of equipment delivered
    • A pro-rata proportion of the order price of all non-delivered equipment at the date of cancellation as follows:
      • Cancelled within 4 weeks of order placement 10% of equipment value.
      • Cancelled any time after the initial 4-week period but prior to 4 weeks of planned delivery 25% of equipment
      • Cancelled within 4 weeks of planned delivery of equipment 30% of equipment value.
    • Payment shall be made by the purchaser to CSE within 30 days of receipt of invoice from CSE showing the amount due under clause (A) and (B) above.
    • Any notice of cancellation shall only be effective from the date received in writing by CSE from the purchaser authorised agent.
    • Goods incorrectly ordered by customers, and returned for credit, are subject to a handling charge of 30%, except in the case of orders placed for non-stock items, which cannot, under these circumstances, be returned for credit.

OWNERSHIP

The risk of damage to or loss of Goods supplied by CSE will pass to the Buyer from the time of delivery, where it becomes the responsibility of the Buyer to insure the Goods. However, the title to the Goods will not pass to the Buyer until payment in full of all sums due from the Buyer to CSE has been made. If payment (whether in full or part) is not made by the due date, in accordance with “Payment Terms” or the Buyer is wound up, or a receiver appointed over any assets or the undertaking of the Buyer or an execution or distress be levied against the Buyer, CSE will be entitled without prior notice to the Buyer or any liquidator or receiver to retake possession of the Goods (and for that purpose to enter upon any premises occupied or owned by the Buyer).

LIABILITY

CSE will use reasonable endeavours to ensure that all information and specifications contained in any CSE publication is correct and given in good faith, and therefore does not constitute as a guarantee. CSE reserves the right to alter any information, specification or design of any product contained in any publication without prior notice and does not accept liability for any loss arising from any error or omission in any such publication. The Buyer will be responsible for ensuring the details are supplied and that the Goods ordered are fit for the purpose for which they are ordered.

FORCE MAJEURE

CSE shall not be held liable in any respect or be deemed to be in breach of this contract whatsoever for any delay in the performance of, or the failure to perform, any obligation pursuant to any order or Contract, in each case, as a result of circumstances from in part or whole by act of God, embargo, governmental act, fire, accident, war, riot, strikes, lockouts, trade disputes, breakdown of plant or any other by nature or not beyond the control of CSE. If such circumstances delay or prevent the performance of any obligation under any order or Contract for 60 days of more, CSE shall be entitled by written notice to cancel or terminate such order or Contract or its outstanding obligations thereunder.

INTELLECTUAL PROPERTY

Programming of equipment will be carried out using CSE Crosscom Intellectual Property. CSE retains the ownership of this Intellectual Property and any copying, use or modification is strictly forbidden. Any attempt to copy, use or modify the above will revoke this agreement. Any programming carried out will remain confidential to CSE and will not be divulged under any circumstances.

GOVERNING LAW

This contract and all disputes relating to it shall be governed and construed in all respects according to English law.