PRODUCTS & SERVICES FOR HIGH VOLTAGE INSULATORS

TERMS & CONDITIONS OF SALE

PLEASE READ BEFORE PROCEEDING

CCS NETWORK LTD & CCS LTD TERMS AND CONDITIONS OF SALE

 

THESE CONDITIONS OF SALE ARE INCORPORATED INTO ANY CONTRACT BETWEEN CCS NETWORK LTD AND THE BUYER. BY ORDERING ANY PRODUCTS FROM CCS NETWORK LTD OR CCS LTD THE BUYER IS DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS. A PURCHASE ORDER, CONTRACT OR OTHER WRITTEN INSTRUCTION TO PROCEED IS REQUIRED BEFORE THE COMPANY SHALL DELIVER ANY PRODUCTS.

 

1. INTERPRETATION

 

1.1 In these Terms:

 

Buyer: means the person or authorised representative of the company who accepts CCS’s Written quotation for the sale of the Products or whose Written order for the Product is accepted by CCS;

 

CCS: means CCS Network Ltd (company number: 6932128) whose registered address is Pike Rd Industrial Estate, Tilmanstone, Kent CT15 4NL, UK.

 

Contract: means the contract for the sale and purchase of the Products;

 

Products: means high voltage insulator coatings and any ancillary products and/or equipment (including any instalment or application of the aforementioned) which CCS is to supply in accordance with these Terms;

 

Terms: means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and CCS;

 

Writing: and any similar expression, includes facsimile transmission or other forms of electronic communication.

 

1.2 A reference in these Terms to a 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 Terms are for convenience only and shall not affect their interpretation.

 

2. BASIS OF THE SALE

 

2.1 CCS shall sell and the Buyer shall purchase the Products in accordance with CCS’s Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by CCS), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms 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 No variation to these Terms shall be binding unless expressly agreed in writing between the authorised representatives of the Buyer and CCS.

 

2.3 CCS’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by CCS in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

 

2.4 Any advice or recommendation given by CCS or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Products which is not confirmed in Writing by CCS is followed or acted upon entirely at the Buyer’s own risk, and accordingly CCS shall not be liable for any such advice or recommendation which is not so confirmed.

 

2.5 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 CCS shall be subject to correction without any liability on the part of CCS.

 

3. ORDERS AND SPECIFICATIONS

 

3.1 No order submitted by the Buyer shall be deemed to be accepted by CCS unless and until confirmed in Writing by CCS’s authorised representative.

 

3.2 The Buyer shall be responsible to CCS for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving CCS any necessary information relating to the Products within a sufficient time to enable CCS to perform the Contract in accordance with its terms.

 

3.3 The quantity, quality and description of the Products and any specification for them shall be as set out in CCS’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by CCS).

 

3.4 If any process is to be applied to the Products by CCS in accordance with a specification submitted by the Buyer, the Buyer shall indemnify CCS against all loss, damages, costs and expenses awarded against or incurred by CCS in connection with, or paid or agreed to be paid by CCS 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 CCS’s use of the Buyer’s specification.

 

3.5 CCS reserves the right to make any changes in the specification of the Products which are required to conform with any applicable statutory or E.U. requirements or, where the Products are to be supplied to CCS’s specification, which do not materially affect their quality or performance.

 

3.6 No order which has been accepted by CCS may be cancelled by the Buyer except with the agreement in Writing of CCS and on terms that the Buyer shall indemnify CCS 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 CCS as a result of cancellation.

 

4. PRICE OF THE PRODUCTS

 

4.1 The price of the Products shall be as quoted per tonnage to the Buyer by CCS, and as amended by CCS from time to time without notice. All prices quoted are valid for 30 (thirty) days only or until earlier acceptance by the Buyer, after which time they may be altered by CCS without giving notice to the Buyer.

 

4.2 CCS reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to CCS which is due to any factor beyond the control of CCS (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give CCS adequate information or instructions.

 

4.3 Except as otherwise stated in CCS’s Written quotation and unless otherwise agreed in Writing between the Buyer and CCS, all prices are given by CCS on an ex works basis, and where CCS agrees to deliver the Products otherwise than at CCS’s premises, the Buyer shall be liable to pay CCS’s full charges for transport, packaging and insurance.

 

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to CCS.

 

5. TERMS OF PAYMENT

 

5.1 Subject to any special terms expressly agreed in Writing between the Buyer and CCS, CCS may invoice the Buyer for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Products, in which event CCS shall be entitled to invoice the Buyer for the price at any time after CCS has notified the Buyer that the Products are ready for collection or (as the case may be) CCS has tendered delivery of the Products.

 

5.2 The Buyer shall pay the price of the Products within 30 (thirty) days of the date of CCS’s invoice, and CCS shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

 

5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to CCS, CCS may:

 

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 Products (or the Products supplied under any other contract between the Buyer and CCS) as CCS may think fit (notwithstanding any purported appropriation by the Buyer);

 

5.3.3 recover from the Buyer any and all legal or associated costs or fees incurred by relating to any legal action undertaken for the recovery of any outstanding payments. Such recovery costs will be charged in full to the Buyer.

 

5.3.4 Recover from the Buyer all other professional and administrative fees and costs, howsoever arising, reasonably incurred by CCS relating to the recovery of any overdue debt from the Buyer

 

5.3.5 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% (four) per cent per annum above The Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

 

6. DELIVERY

 

6.1 Unless otherwise agreed in Writing by CCS, delivery of the Products in the United Kingdom shall take place at CCS’s place of business, or any other location as expressly agreed in Writing between CCS and the Buyer.

 

6.2 For the avoidance of doubt where the Products are to be delivered outside of the United Kingdom, including but not limited to, Europe, Eastern Europe, the Middle East, Africa or Saudi Arabia then the Products may be delivered directly by Xiameter subject Xiameter’s terms and conditions of delivery.

 

6.3 Any dates quoted for delivery of the Products are approximate only and CCS shall not be liable for any delay in delivery of the Products however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by CCS expressly in Writing. The Products may be delivered by CCS in advance of the quoted delivery date on giving reasonable notice to the Buyer.

 

6.4 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by CCS to deliver any one or more of the instalments in accordance with these Terms 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.

 

6.5 If CCS fails to deliver the Products (or any instalment) for any reason other than any cause beyond CCS’s reasonable control or the Buyer’s fault, and CCS is accordingly liable to the Buyer, CCS’s total liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Products to replace those not delivered over the price of the Products.

 

6.6 If the Buyer fails to take delivery of the Products or fails to give the CCS 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 CCS’s fault) then, without limiting any other right or remedy available to the CCS, then CCS may store the Products until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.

 

7. RISK AND PROPERTY

 

7.1 Risk of damage to or loss of the Products shall pass to the Buyer:

 

7.1.1 in the case of Products to be delivered at CCS’s premises, at the time when CCS notifies the Buyer that the Products are available for collection; or

 

7.1.2 in the case of Products to be delivered otherwise than at CCS’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when CCS has tendered delivery of the Products.

 

7.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, the property in the Products shall not pass to the Buyer until CCS has received in cash or cleared funds payment in full of the price of the Products in accordance with clause 5 and all other Products agreed to be sold by CCS to the Buyer for which payment is then due.

 

7.3 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as CCS’s fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as CCS’s property.

 

7.4 Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), CCS may at any time require the Buyer to deliver up the Products to CCS and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Products are stored and repossess the Products.

 

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of CCS, but if the Buyer does so all moneys owing by the Buyer to CCS shall (without limiting any other right or remedy of the CCS) forthwith become due and payable.

 

8. WARRANTIES AND LIABILITY

 

8.1 Subject to the following provisions CCS warrants that the Products will correspond with their specification at the time of delivery.

 

8.2 The above warranty is given by CCS subject to the following conditions:

 

8.2.1 CCS shall be under no liability in respect of any defect in the Products arising from any drawing,

 

design or specification supplied by the Buyer;

 

8.2.2 CCS 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 CCS’s instructions (whether oral or in Writing), misuse or alteration or repair of the Products without CCS’s approval;

 

8.2.3 CCS shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment;

 

8.3 Subject as expressly provided in these Terms, and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

8.4 Where the Products 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 Terms.

 

8.5 A claim by the Buyer which is based on any defect in the quality or condition of the Products or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to CCS within seven 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 CCS accordingly, the Buyer shall not be entitled to reject the Products and CCS shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.

 

8.6 Where a valid claim in respect of any of the Products which is based on a defect in the quality or condition of the Products or their failure to meet specification is notified to CCS in accordance with these Terms, then at the sole discretion of CCS, CCS may refund to the Buyer the price of the Products (or a proportionate part of the price), in which case CCS shall have no further liability to the Buyer.

 

8.7 Except in respect of death or personal injury caused by CCS’s negligence, or liability for defective products under the Consumer Protection Act 1987, CCS 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 Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of CCS, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of CCS under or in connection with the Contract shall not exceed the price of the Products, except as expressly provided in these Terms.

 

8.8 Where CCS apply the Product, at the request and specific instructions of the Buyer, then any warranty required by the Buyer for the application of the Product shall be granted at the absolute discretion of CCS and such warranty shall be subject to a separate agreement between the Buyer and CCS. For the avoidance of doubt any warranty for the application of the Product shall not be governed or form part of these Terms.

 

8.9 CCS shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of CCS’s obligations in relation to the Products, if the delay or failure was due to any cause beyond CCS’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond CCS’s reasonable control:

 

8.9.1 Act of God, explosion, flood, tempest, fire or accident;

 

8.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

 

8.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

 

8.9.4 import or export regulations or embargoes;

 

8.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of CCS or of a third party);

 

8.9.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

 

8.9.7 power failure or breakdown in machinery.

 

9. INSOLVENCY OF BUYER

 

9.1 This clause 9 applies if:

 

9.1.1 the Buyer makes a 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 purposes of amalgamation or reconstruction); or

 

9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

 

9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

 

9.1.4 CCS reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

 

9.2 If this clause applies then, without limiting any other right or remedy available to CCS, CCS may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

10. EXPORT TERMS

 

10.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.

 

10.2 Where the Products are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms expressly agreed in Writing between the Buyer and CCS) apply notwithstanding any other provision of these Terms.

 

10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties on them.

 

10.4 Unless otherwise agreed in Writing between the Buyer and CCS, the Products shall be delivered FOB the air or sea port of shipment and CCS shall be under no obligation to give notice under section 32(3) of the Sale of Products Act 1979.

 

10.5 The Buyer shall not offer the Products for resale in the United Kingdom, Europe, including Eastern Europe, the Middle East, Africa or Saudi Arabia, or any other country notified by CCS to the Buyer at or before the time the Buyer’s order is placed, or sell the Products to any person if the Buyer knows or has reason to believe that that person intends to resell the Products in any such country.

 

11. GENERAL

 

11.1 A notice required or permitted to be given by either party to the other under these Terms 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.

 

11.2 No waiver by CCS 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.

 

11.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

 

11.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.