CRS Wholesale On-line - Terms & Conditions General Disclaimer

In the general terms and conditions of sale below the words "we", "us" and "our" mean CRS Wholesale (Cambridge) Ltd.

1. GENERAL
These terms and conditions which supersede all previous conditions, shall apply to all trading between us and the customer. Acceptance by us of an order is conditional upon acceptance by the customer of the following conditions which override all other terms or conditions inconsistent therewith, express or implied. No variation of these conditions shall be binding upon us unless previously agreed by us in writing.

2. PRICE
We will not quote a fixed price as the price is subject to variation in the cost of materials, haulage or in rates of pay being made in the trade after the date of the quotation. All quotations are made at the price applicable to the quantities specified in the quotation. In the event of an order for the quantities specified in any quotation being placed with us, the right is reserved to revise the prices for the quantity of goods actually supplied.

3. PAYMENT
(a) Unless the sale is for cash, accounts are due for payment by the last day of the month following the date of delivery. Receipts will only be recognised if on our printed form.

(b) We reserve the right to refuse to execute any order or contract if the arrangements for payment or the customer's credit are not satisfactory to us. In the case of non-payment of any account when due or in the case where there shall be any default or refusal on the part of the customer to take due delivery of any goods or in the case of death, incapacity, bankruptcy or insolvency of the customer or when the customer is a limited company in the case of liquidation or the appointment of a Receiver, Administrative Receiver, Administrator or nominee under a voluntary arrangement with creditors, then the purchase price of all goods and/or work invoiced and/or delivered by us to the customer to date shall immediately become due and payable from the customer to us. In addition we shall have the right to cancel every contract made with the customer or to suspend or continue delivery of goods and/or the execution of work at our option without prejudice to our right to recover any loss sustained.

(c) Interest at the rate of 1.75% per month accruing daily shall be payable in respect of all sums not paid by the date on which they are due.

(d) When there is a query/dispute on an invoice, such query/dispute must be notified to us, in writing before the date on which payment becomes due. If the customer is awaiting credit from the manufacturer or we are awaiting credit from the manufacturer on the customer's behalf, the customer cannot withhold payment of other items on the same invoice or other invoices.

(e) If the customer has difficulty in paying for the goods then we may offer to accept return of those goods which are normally held in stock in place of payment, provided that those goods are in good condition.

(f) If a cheque received from the customer is not paid on first presentation then a charge of £20.00 will be made to the customer to compensate for the bank charges and administration involved.

(g) If a customer wishes to pay his credit account by credit card a surcharge of 2% will be levied.

4. SET-OFF
CRS Wholesale (Cambridge) Ltd. and all Ridgeon Group Companies shall be entitled at all times to set off any debt or claim we may have against the customer against any sums due by any of the Ridgeon Group Companies to the customer.

5. EX-STOCK
Offers for delivery of goods from stock are subject to such goods remaining unsold on receipt of order.

6. DELIVERY - SHORTAGES/DAMAGES
(a) The customer is under a duty to inspect the goods on delivery or on collection as the case may be.

(b) When goods are offered for delivery to site our obligation is to deliver as near to site as a safe hard road permits. If a vehicle delivers or collects goods to or from a place off the public road the customer shall be solely responsible for any accident or damage resulting. The customer shall provide free of charge any labour necessary for unloading goods when delivered and our driver's responsibility is limited to handling goods off the vehicle. If our vehicle is kept on site for an unreasonable time or has to return to the depot without completing delivery through lack of assistance or if additional staff have to accompany our driver, an appropriate additional charge will be made. If the customer does not accept delivery of goods ordered for any reason costs incurred will be charged.

(c) No liability is accepted for any loss arising from delay in delivery of goods unless we have expressly agreed to be bound by a delivery date which is of the essence of the contract. When delivery depends upon receipt of goods from the manufacturer, we do not accept responsibility for delay in such delivery unless we have obtained and reported to the customer acceptance by the manufacturer of the express condition as to time; but we will afford to the customer any remedy available to us against the manufacturer but this shall be the limit of our liability. We accept no responsibility for delay or non-delivery due directly or indirectly to strike, fire, act of state, force majeure or other circumstances beyond our control.

(d) If the customer wishes to claim that there is any shortage on delivery in respect of goods supplied by us, (or that the same have been damaged in transit or that any goods supplied by us are defective or not in accordance with the contract), then the customer shall give notice in writing to us and (in the case of any shortage or damage in transit) to any carrier by whom the goods were delivered within three days after the date of delivery of the same. If the customer fails to give such notice or fails to give us the opportunity to inspect the entire consignment, the goods shall be deemed to have been delivered and to be in accordance with the contract in all respects, and therefore accepted by the customer.

(e) If the customer or the customer's consignee breaks bulk on delivery or unloads the whole or any part of a consignment of goods or materials the customer is deemed to have accepted delivery.

7. PACKING
(a) Returnable packages and pallets are credited when received in good condition carriage paid at manufacturers works or when appropriate our yard.

(b) We shall not be liable in respect of defective or inadequate straps or packing provided by any supplier to us for goods sold by us to the customer. The customer shall verify the safety and adequacy of all packing materials.

(c) Some goods or materials sold by us can be dangerous and cause risk to health and safety. Customers should ask us for health and safety information about the transport, storage and use of any such goods or materials.

8. MINIMUM CHARGE FOR SMALL QUANTITIES DELIVERED
We reserve the right to make a carriage charge when goods delivered total less than £50 excluding VAT.

9. CANCELLATION OF ORDERS
Orders for goods not normally carried in stock by us may be cancelled by customers only on their written request and with our written agreement. Orders for goods acquired by us specially cannot be cancelled.

10. RETURN OF GOODS
We shall not accept on return for credit any goods ordered from us incorrectly or subsequently found to be surplus to the customer's requirements. We shall endeavour to assist customers where possible by accepting at a reasonable restocking charge the return of goods (together with the original packing if applicable) which are normal stock lines but goods ordered from the manufacturer cannot be accepted without our prior agreement for the return and our restocking charges having been paid. In any event credit cannot be given unless the customer provides us with the number of the invoice on which the goods were supplied.

11. MANUFACTURER'S GUARANTEES
If and to the extent that any person (hereinafter called "the Supplier") who has supplied goods to us which we in turn have supplied to a customer validly excludes, restricts or limits his liability to us in respect of such goods or of any loss or damage arising in connection therewith, our liability to the customer in respect of such goods, or of any loss or damage arising in connection therewith shall be correspondingly excluded, restricted or limited. Any term, warranty, condition expressed, or implied to the contrary is excluded. We will, upon request, supply the customer with details of any such exclusion, restriction or limitation.

12. MANUFACTURE TO ORDER
(a) Goods manufactured to the design or specification of a customer or his advisers carry no guarantee of any kind except of compliance with the design or specification. The customer will indemnify us for any breach of copyright or registered design or any other intellectual property belonging to a third party. We shall not accept liability for any damage or injury caused to a third party by a defect in the design requested by the customer.

(b) All warranties and undertakings are subject to claims being made within three days of delivery of the goods.

13. SUB-CONTRACTING
The right to sub-contract any order or part of any order is reserved.

14. SALES BY DESCRIPTION
The customer must accept sole responsibility for the suitability of goods ordered. In particular, illustrations or descriptions given in catalogues or trade literature must be considered as showing type or class only without warranty as to substance, performance, colour, size or shape.

15. SAMPLES
When samples are submitted, these are drawn from bulk and are representative of the whole and no guarantee is given that every item will be the same in all respects as the sample.

16. DEFECTIVE GOODS
(a) Subject to the customer's compliance with all their obligations herein, goods supplied will be replaced or repaired free of charge, or in our absolute discretion the purchase price refunded if notice of the defect is given to us within 14 days of delivery and the goods are returned to our depot carriage paid, and we are satisfied that the goods were defective in materials or workmanship on delivery. We accept no liability for the cost of taking out, refixing or making good other materials. Subject to the above our entire obligation and the customer's sole remedies shall be in respect of:

(i) death or personal injury resulting from our negligence.

(ii) direct physical damage to customer's tangible property caused by our negligence.

(b) Our total liability for all loss or damage claimed to result from any breach of our obligations hereunder shall be limited to the customer's actual money damages which shall not exceed the contract price for the goods (provided that the monetary limit shall not apply to our liability for death or personal injury under (a) (i) above).

(c) In no event shall we be liable for the loss or damage set out below even if foreseeable by us or in our contemplation.

(i) economic loss including loss of profits, business revenue, goodwill or anticipated savings;

(ii) damages in respect of special, indirect or consequential loss or damages.

(iii) any claim made against the customer by any other party.

17. PRIVACY POLICY
(a) We reserve the right to keep copies of all instructions received from the customer which will be regarded as definitive evidence of the customer's instructions.

(b) Any details which the customer provides to us from which we can identify the customer are held in accordance with our Data Protection Registration. Those details will be used by us to facilitate the customer's use of our website and to allow us to communicate with the customer. The customer agrees not to object to us contacting the customer for that purpose and not to consider this a breach of the customer's rights.

(c) The customer acknowledges that we shall use cookies (files the customer's web browser places on the customer's hard drive as a means of identifying the customer each time the customer returns to our website).

(d) For the purpose of fulfilling any contract with the customer we may be required to disclose customer information to contracted third party suppliers and the customer hereby consents to such information being passed on where necessary.

(e) The customer acknowledges that, although we are using secure servers in order to ensure the privacy of customer's information, we cannot guarantee the privacy of information obtained or transferred elsewhere given the Internet is not secure.

(f) Other than as provided in these terms or as required by law, we will not disclose customer details to any third party without the customer's permission, except that we reserve the right to disclose them to companies within our group, and to potential purchasers of our shares or assets.

18. PASSWORDS
(a) The customer accepts that instructions transmitted will be deemed to have originated from the customer, if the customer's password has been used.

(b) The customer warrants not to disclose any passwords we issue to any other party and will keep such passwords secret at all times.

(c) The customer undertakes to notify us if the customer knows or suspects that any other party has become aware of the current or any future password and will co-operate with us in investigating how this came about and take whatever action may be necessary to prevent it happening again.

(d) In the event the password, or we consider the password is or may be known to another party we will prevent any further use of such passwords and we will send the customer a replacement password by post. The customer will be unable to place any instruction until such time as the replacement password is received.

(e) Other than through our negligence or wilful default we shall not be liable for any losses, damages or claims which result directly or indirectly from ant person obtaining any password we have issued to the customer.

19. STORAGE
Goods bought and paid for at agreed prices will be stored by us if so requested for a maximum of one month free of charge; after that time we are entitled to charge for storage and insurance.

20. RESERVATION OF TITLE
(a) The property in goods sold by us to the customer shall remain vested in us until all sums owed by the customer to us on whatsoever grounds shall have been paid.

(b) The customer shall store goods sold by us to the customer in such a way that they are readily capable of being identified as our property. Our labels and markings shall not be removed before title shall have passed to the customer upon payment.

(c) The customer grants us a licence to enter at all times any premises in the occupation of the customer or to which the customer has access and where the goods to which title has not passed to the customer from us may then be situated. We shall then have the right to repossess goods sold by us which have not been paid for.

(d) The customer shall not deal with the goods in any way other than in the normal course of the customer's business. Until such time as payment in full has been made of all sums payable in respect of goods, the customer shall not be entitled to sell or otherwise deal in or transfer the property in the goods (whether or not they have been attached to other products) except on the condition that as between the customer and us, the customer shall be deemed to be acting as our fiduciary agent, but nothing herein contained shall be construed so as to create any privity of contract between us and any person other than the customer.

(e) In the event of any sale or disposition of any of the goods to a third party whether or not they have been attached to other products:

(i) The customer shall, if we so require, assign to us any right of action against the third party in respect of money due for such goods;

(ii) If the customer receives money for such goods the customer shall act as our fiduciary agent and shall hold such monies in a separate account to identify the same as being our property;

(iii) We shall account for any monies received that exceed the sum due from the customer to us in respect of goods sold;

(iv) Where the goods have been sold together with any products to which they have become attached, the price payable by the third party shall be deemed to include a price in respect of the goods equal to the price payable by the customer to us.

(f) In the event that we repossess goods we shall be absolutely entitled to resell the same or use them in our business as we may think fit. If we resell the same we shall be absolutely entitled to the proceeds of resale.

(g) If we repossess goods the customer's liability in respect of the purchase price shall be extinguished without prejudice to any claim which we may have in respect of transport, storage or handling charges or in respect of damages of any kind.

21. RISK
All goods sold are at the sole risk of the customer after their delivery or collection. However, if we repossess goods, risk shall pass to us on delivery to us, or upon our collection of the goods.

22. CONSUMER PROTECTION
The statutory rights of the consumer as to the quality, fitness, or description of goods are not affected by these conditions of sale.

COPYRIGHT
All of the design of this Web-Site, its graphics, text, the arrangement and selection thereof, and all software and compilations of software, source codes, and all other components of or material comprised in or on this Web-Site are the copyright of CRS Wholesale (Cambridge) Ltd or their designers and content and technology providers. All Rights Reserved. You are permitted to copy and to print all or part of this Web-Site for the purpose only of reviewing your account or placing an order with CRS Wholesale (Cambridge) Ltd. Any other use or reproduction of this Web-Site or any of its components is strictly prohibited without the prior written permission of CRS Wholesale (Cambridge) Ltd.

DISCLAIMER
Whilst great care has been taken to ensure that the information on this Web-Site is accurate, information as to price and availability is subject to change without notice. CRS Wholesale (Cambridge) LTD makes no representations or warranties either that the information in or accessible via this Web-Site is accurate, complete or current, nor of any other kind, express or implied, with respect to this Web-Site or the products, information, materials or content including, without limitation, warranties of merchantability and/or fitness of any product for a particular purpose. Except as expressly stated in this Web-Site and, except for liability for death or personal injury to the extent only that it is caused by or arises from the negligence of CRS Wholesale (Cambridge) LTD and to the fullest extent permitted by law, neither CRS Wholesale (Cambridge) LTD nor any of its directors, employees, affiliates or other representatives will be liable for damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss or damage to property and claims of third parties arising out of or in connection with the use of this Web-Site or the information, content, materials or products included on this Web-Site.

Registered in England 1273790 --- VAT No. 599 6045 82
CRS Wholesale (Cambridge) Ltd. June 2004