Chieftain Solutions
Limited
Chieftain Solutions Limited Business Terms and Conditions
1
Interpretation
1.1 In these conditions
'BUYER' means the person
who accepts a quotation of the Seller for the sale of the Goods or the
provision of the Services or whose order for the Goods or Services is accepted
by the Seller
'GOODS' means the goods or
services (including any installation of the goods or services or any parts for
them), which the Seller agrees to supply in accordance with these Conditions
'SELLER' means Chieftain
Solutions Limited (Chieftain Solutions) whose registered office is at 35 Gaviots
Close, Gerrards Cross, Bucks, SL9 7EJ
'CONDITIONS' means the
standard terms and conditions of sale and supply set out in this document and
(unless the context otherwise requires) include any special terms and
conditions agreed in writing between the Buyer and the Seller
'CONTRACT' means the
contract for the purchase and sale of the Goods or services.
'WRITING' includes
facsimile transmission, electronic mail and comparable means of communication.
1.2 Any reference in these
Conditions to any provision of a statute shall be construed as a reference to
that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these
conditions are for convenience only and shall not affect their interpretation.
2. Basis
of the sale or supply
2.1 The Seller shall sell
and the Buyer shall purchase the Goods in accordance with any written quotation
of the Seller which is accepted by the Buyer, or any written order of the Buyer
which is accepted by the Seller, subject in either case to these Conditions,
which shall govern the Contract to the exclusion of any other terms and
conditions subject to which any such quotation is accepted or purported to be
accepted, or any such order is made or purported to be made, by the Buyer.
2.2 This condition does not
apply where the Buyer deals with the Seller as a consumer. No variation to
these Conditions shall be binding unless agreed in Writing between the
authorised representatives of the Buyer and the Seller.
2.3 This condition does not
apply where the Buyer deals with the Seller as a consumer. The Seller's
employees or agents are not authorised to make any representations concerning
the Goods unless confirmed by the Seller in Writing. In entering into the
Contract the Buyer acknowledges that it does not rely on any such
representations, which are not so confirmed.
2.4 This condition does not
apply where the Buyer deals with the Seller as a consumer. Any advice or
recommendation given by the Seller or its employees or agents to the Buyer or
its employees or agents as to the storage, application or use of the Goods
which is not confirmed in Writing by the Seller is followed or acted upon
entirely at the Buyer's own risk, and accordingly the Seller shall not be
liable for any such advice or recommendation which is not so confirmed.
2.5 This condition does not
apply where the Buyer deals with the Seller as a consumer. Any typographical,
clerical or other error or omission in any sales literature, quotation, price
list, acceptance of offer, invoice or other document or information issued by
the Seller shall be subject to correction without any liability on the part of
the Seller.
3. Orders
and Specifications
3.1 This condition does not
apply where the Buyer deals with the Seller as a consumer. No order submitted
by the Buyer shall be deemed to be accepted by the Seller unless and until
confirmed in Writing by the Seller's authorised representative.
3.2 The Buyer shall be
responsible to the Seller for ensuring the accuracy of the terms of any order
(including any applicable specification) submitted by the Buyer, and for giving
the Seller any necessary information relating to the Goods within a sufficient
time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality
and description of and any specification for the Goods shall be those set out
in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if
accepted by the Seller).
3.4 If the Goods are to be
manufactured/supplied in accordance with a specification submitted by the
Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs
and expenses awarded against or incurred by the Seller in connection with or
paid, or agreed to be paid, by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trade mark or other industrial
or intellectual property rights of any other person which results from the
Seller's use of the Buyer's specification.
3.5 No order which had been
accepted by the Seller may be cancelled by the Buyer except with the agreement
in Writing of the Seller and on terms that the Buyer shall indemnify the Seller
in full against all loss (including loss of profit), costs (including the cost
of all labour and materials used), damages, charges and expenses incurred by
the Seller as a result of cancellation.
4. Price
of goods
4.1 The price of the Goods
shall be the Seller's quoted price or, where no price has been quoted (or a
quoted price is no longer valid), the price listed in the Seller's published
price list current at the date of acceptance of the order.
4.2 Except as otherwise
stated under the terms of any quotation or in any price list of the Seller, and
unless otherwise agreed in Writing between the Buyer and the Seller, all prices
are given by the Seller on an ex works basis, and where the Seller agrees to
deliver the goods otherwise than at the Seller's premises, the Buyer shall be
liable to pay the Seller's charges for transport, packaging and insurance.
4.3 The price is exclusive
of any applicable value added tax, which the Buyer shall be additionally liable
to pay to the Seller.
5. Terms
of payment
5.1 This condition does not
apply where the Buyer deals with the Seller as a consumer. The Buyer shall pay the
price of the Goods upon delivery. Time for payment shall be of the essence.
5.2 The Seller shall not be
bound to deliver the Goods until the Buyer has paid for them. Payment shall be
due before the Delivery date and time for payment shall be of the essence.
5.3 This condition does not
apply where the Buyer deals with the Seller as a consumer. If the Buyer fails
to make any payment on the due date then, without prejudice to any other right
or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 if the amount owed is late according to the agreed payment terms, charge the Buyer statutory interest charges on the amount unpaid, at the rate of 8 per cent per annum above the Bank of England base rate until payment in full is made.
6.
Acceptance of the Goods
6.1 If the Buyer properly
rejects any of the Goods which are not in accordance with the contract the
Buyer shall nonetheless pay the full price for such Goods unless the Buyer promptly
gives notice of rejection to the Seller and at the Buyer's cost returns such
Goods to the Seller as soon as reasonably practicable.
7.
Delivery
7.1 This condition does not
apply where the Buyer deals with the Seller as a consumer. Delivery of the Goods
shall be made by the Buyer collecting the goods at the Seller's premises at any
time after the Seller has notified the Buyer that the Goods are ready for
collection or, if some other place for delivery is agreed by the Seller, by the
Seller delivering the Goods to that place.
7.2 This condition does not
apply where the Buyer deals with the Seller as a consumer. Any dates quoted for
delivery of the Goods are approximate only and the Seller shall not be liable
for any delay in delivery of the Goods however caused. Time for delivery shall
not be of the essence of the Contract unless previously agreed by the Seller in
writing. The Goods may be delivered by the Seller in advance of the quoted
delivery date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to
be delivered in instalments, each delivery shall constitute a separate Contract
and failure by the Seller to deliver any one or more of the instalments in
accordance with these Conditions or any claim by the Buyer in respect of any
one or more instalments shall not entitle the Buyer to treat the Contract as a
whole as repudiated.
7.4 If the Seller fails to
deliver the Goods (or any instalment) for any reason other than any cause
beyond the Seller's reasonable control or the Buyer's fault, and the Seller is
accordingly liable to the Buyer, the Seller's liability shall be limited to the
excess (if any) of the cost to the Buyer (in the cheapest available market) of
similar Goods to replace those not delivered over the price of the Goods.
7.5 If the Buyer fails to
take delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery (otherwise than by reason of any
cause beyond the Buyer's reasonable control or by reason of the Seller's fault)
then, without prejudice to any other right or remedy available to the Seller,
the Seller may:
7.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
7.5.1.1. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7.6 The Goods shall be delivered
to the Buyer at the Seller's address. The risk on the Goods shall pass to the
Buyer upon such delivery taking place.
7.7 In the event that the
Seller shall arrange for carriage of the Goods to the Buyer's address, then the
carrier shall be deemed to be the Buyer's agent and the Seller shall not be
responsible for any delays in delivery of the Goods beyond its reasonable
control.
8. Risk
and property
8.1 Risk of damage to or
loss of the Goods shall pass to the Buyer:
8.1.1 in
the case of Goods to be delivered at the Seller's premises, at the time when
the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 in
the case of Goods to be delivered otherwise than at the Seller's premises, at
the time of delivery or, if the Buyer wrongfully fails to take delivery of the
Goods, the time when the Seller has tendered delivery of the Goods.
8.2 Not withstanding
delivery and the passing of risk in the Goods, or any other provision of these
Conditions, the property in the Goods shall not pass to the Buyer until the
Seller has received in cash ,or cleared funds, payment
in full of the price of the Goods and all other Goods agreed to be sold by the
Seller to the Buyer for which payment is then due.
8.3 Until such time as the
property in the Goods passes to the Buyer, the Buyer shall hold the Goods as
the Seller's fiduciary agent and bailee, and shall
keep the Goods separate from those of the Buyer and third parties and properly
stored, protected and insured and identified as the Seller's property, but the
Buyer shall be entitled to resell or use the Goods in the ordinary course of
its business.
8.4 Until such time as the
property in the Goods passes to the Buyer (and provided the Goods are still in
existence and have not been resold), The Seller shall be entitled at any time
to require the Buyer to deliver up the Goods to the Seller and, if the Buyer
fails to do so forthwith, to enter upon any premises of the Buyer or any third
party where the Goods are stored and repossess the Goods.
8.5 The Buyer shall not be
entitled to pledge or in any way charge by way of security for any indebtedness
any of the Goods which remain the property of the Seller, but if the Buyer does
so all moneys owing by the Buyer to the Seller shall (without prejudice to any
other right or remedy of the Seller) forthwith become due and payable.
9
Warranties and liability where the Buyer does not deal with the Seller as a
consumer
9.1 The Buyer shall only be
entitled to the benefit of any warranties or guarantees as are given by the
manufacturer of the Goods. All warranties, conditions or other terms implied by
statute or common law are excluded to the fullest extent permitted by law.
9.2 The Seller will advise
the relevant manufacturer of the Buyer's claim that Goods are faulty and will
administer the replacement or repair of any Goods that are faulty as is decided
by the manufacturer PROVIDED THAT:(a) The Buyer immediately contacts the seller
by telephone or in writing to advise the Seller of the perceived defect.(b) The
Buyer immediately sends the said Goods to the Seller by registered post or
recorded delivery at the Buyer's own cost or makes the Goods available for
collection by the Agent of the Seller at a reasonable place and at a reasonable
time.
9.3 In the event of the
manufacturer replacing or repairing the Goods and the Seller receiving these
Goods back from the manufacturer, the Seller shall immediately despatch those
Goods at his own cost to the Buyer.
9.4 The Seller shall be
under no liability in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Buyer.
9.5 The Seller shall be
under no liability in respect of any defect arising from fair wear and tear,
wilful damage, negligence, abnormal working conditions, failure to follow the
Seller's instructions (whether oral or in writing), misuse or alteration or
repair of the Goods without the Seller's approval.
9.6 The Seller shall be
under no liability under the above warranty (or any other warranty, condition
or guarantee) if the total price for the Goods has not been paid by the due
date for payment.
9.7 Any claim by the Buyer
which is based on any defect in the quality or condition of the Goods or their
failure to correspond with specification shall (whether or not delivery is
refused by the Buyer) be notified to the Seller within 7 days from the date of
delivery or (where the defect or failure was not apparent on reasonable
inspection) within a reasonable time after discovery of the defect or failure.
If delivery is not refused, and the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods and the Seller
shall have no liability for such defect or failure, and the Buyer shall be
bound to pay the price as if the Goods had been delivery in accordance with the
Contract.
9.8 Where any valid claim
in respect of any of the Goods which is based on any defect in the quality or
condition of the Goods or their failure to meet specification is notified to
the Seller in accordance with these Conditions, the Seller shall be entitled to
replace the Goods (or the part in question) free of charge or, at the Seller's
sole discretion, refund to the Buyer the price of the Goods (or a proportionate
part of the price), but the Seller shall have no further liability to the
Buyer.
9.9 Except in respect or
personal injury caused by the Seller's negligence, the Seller shall not be
liable to the Buyer by reason of any representation (unless fraudulent), or any
implied warranty, condition or other term, or any duty at common law, or under
the express terms of the Contact, for any indirect, special or consequential
loss or damage (whether for loss of profit or otherwise), costs, expenses or
other claims for compensation whatsoever (whether caused by the negligence of
the Seller, its employees or agents or otherwise) which arise out of or in
connection with the supply of the Goods or their use or resale by the Buyer,
and the entire liability of the Seller under or in connection with the Contact
shall not exceed the price of the Goods, except as expressly provided in these
Conditions.
9.10 The Seller shall not
be liable to the Buyer or be deemed to be breach of the Contract by reason of
any delay in performing, or any failure to perform, any of the Seller's
obligations in relation to the Goods, if the delay or failure was due to any
cause beyond the Seller's reasonable control. Without prejudice to the
generality of the foregoing, the following shall be regarded as causes beyond
the Seller's reasonable control:
9.10.1 Act of God, explosion, flood, tempest, fire accident.
9.10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.
9.10.3 acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
9.10.4 import or export regulations or embargoes.
9.10.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller of a third party).
9.10.6 difficulties in obtaining raw materials, labour, fuel parts or machinery.
9.10.7 power failure or breakdown in machinery.
10.
Warranties and liability where the Buyer deals with the Seller as a Consumer
Where the goods are sold
under a consumer transaction (as defined by the Consumer Transactions
(Restrictions on Statements) Order 1976) the statutory rights of the Buyer are
not affected by these Conditions 10.1 Insolvency of
Buyer
10.1 This clause does not
apply where the Buyer deals with the Seller as a consumer but applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies
then, without prejudice to any other right or remedy available to the Seller,
the Seller shall be entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to the Buyer, and if the
Goods have been delivered but not paid for the price shall become immediately
due and payable not withstanding any previous agreement or arrangement to the
contrary.
11.
Confidentiality
11.1 This condition does
not apply where the Buyer deals with the Seller as a Consumer.
11.2 The Buyer hereby
acknowledges and confirms that the Buyer shall keep confidential all
information of a secret or confidential nature (except for that which is
already in the public domain) in relation to the Seller or the Seller's
business which is disclosed to it or its advisors by the Seller or its advisors
and will not without the Seller's consent divulge such information.
12.
General
12.1 Any notice required or
permitted to be given by either party to the other under these Conditions shall
be in Writing addressed to that other party at its registered office or
principal place of business or such other address as may at the relevant time
have been notified pursuant to this provision to the party giving the notice.
12.2 This condition does
not apply where the Buyer deals with the Seller as a Consumer. No waiver by the
Seller of any breach of the Contract by the Buyer shall be considered as a
waiver of any subsequent breach of the same or any other provision.
12.3 This condition does
not apply where the Buyer deals with the Seller as a Consumer. If any provision
of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these
Conditions and the remainder of the provision in question shall not be
affected.
12.4 This condition does
not apply where the Buyer deals with the Seller as a Consumer. The contract
shall be governed by the laws of
Placing an order
All prices will be charged at the published price list
current at the date of order, and VAT will be charged at the current rate of
17.5%. Orders by Purchase Order are accepted by fax or post and will be priced
at the current price on the day they are received.
Warranty Information
Unless otherwise stated all goods carry a 12 month
manufacturer's warranty covering mainland
Force Majeure
Neither party shall be liable for any default due to any act of God, war,
strike, lockout, industrial action, fire or other event beyond the reasonable
control of either party.
Law
All disputes arising out of this contract shall be
subject to the jurisdiction of the Courts of England and