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
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
1.3 The headings in these Terms are for convenience only and shall not affect their
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
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
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
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
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).
6.1 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
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
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
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.
11.1 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.