Terms and Conditions for the Supply of Goods, Services and Consultancy
(unless otherwise specified by agreement in writing)
[issue: 4 January 2005]
1. General Terms
1.1. We and us means Crawford, Hansford and Kimber, company registration number 732310 in England.
1.2. You means the person (which includes a company or other business) contracting to obtain goods or services from us.
1.3. In this agreement, staff includes employees and sub-contractors.
1.4 VAT means value added tax.
2. The Agreement
2.1. These terms and conditions (including documents specifically referred to in it) are the whole of the terms and conditions
governing any agreement between us, unless we both agree to any amendments in writing.
2.2. this agreement means (in reverse order of precedence):
2.2.1. these terms and conditions;
2.2.2. terms and conditions referred to in this agreement;
2.2.3. documents explicitly referred to in the quotation;
2.2.4. the quotation; and
2.2.5. amendments to the agreement agreed in writing.
2.3. Should there be any conflict between different parts of any agreement, the item having the higher order of precedence referred
to in clause 2.2 above shall prevail.
2.4. You confirm that you will have told us everything you know or suspect which may make the goods or services significantly more
difficult for us to make or carry out.
2.5. You confirm that you will have checked the specifications set out in and attached to the quotation and that they are correct.
2.6. We cannot be held responsible for any statements we have not confirmed in writing. If a quotation contains a statement, or
explicitly refers to a document containing it, then it becomes part of the contract and we will accept responsibility for it (subject to these terms and conditions).
2.7. We may revise the terms of this agreement at any time by posting a copy of our revised Terms and Conditions for the Supply of Goods, Services and Consultancy
on our web site and you will be bound by these unless you object to us in writing within three normal work days of the date of any quote provided or before the delivery
of any Goods, Services or Consultancy, whichever the sooner.
3.1. A quotation does not amount to a contractual offer and is an indication we may be willing to supply at a particular price.
3.2. In any event, no quotation is valid after 30 days of its issue.
3.3. No price specified in a quotation or elsewhere includes VAT or other applicable taxes or duties unless specifically stated.
4. Amendments to Specifications and Cancellation
4.1. We may alter the specifications of goods or services from time to time so long as the alteration does not make the goods or
services any worse. If you ask us to alter the specification after the order has been placed we may consider doing so (at our discretion)
but you are advised this may entail an increase to any price. A variation to the specification (including the price) (as opposed to a
variation to a contractual agreement) is only valid where signed by one of our authorised staff members.
4.2. If, after you have placed an order, you wish to cancel it, we may consider (at our discretion) allowing you to do so but if we agree,
this will be subject to you paying us any incurred cost and loss in so doing.
5. Rights of others and Permissions
5.1. If we have agreed on your instructions that we are to do anything under these terms & conditions, and as a result we are in breach
of any rights of anyone else (or anyone else threatens us with proceedings for breach of their rights) you agree to indemnify us against
any loss we may suffer, including legal costs, in defending or resisting the proceedings or claim, or settling the proceedings or claim on legal advice.
Your obligations under this clause will remain, even after the termination of any agreement, whatever the reason.
5.2. If you come across any circumstances which may lead to a claim under clause 5.1 above, you agree to advise us of full details in writing as
soon as possible. In any event, within 72hrs.
5.3. If, as a result of such a claim or threat, we decide that it is no longer commercially sensible to proceed with your order, we may cancel the
order in accordance with the provision set out below.
5.4. We will use reasonable commercial effort to ensure that nothing we do will infringe the rights of others. If we do anything which results in an
actual or threatened infringement of the rights of anyone else, we may at our option:
5.4.1. at your cost, obtain a licence for the settlement of any claim;
5.4.2. perform our obligation in a different way to avoid the claim;
5.4.3. cancel the agreement under clause 7.2.
6. Intellectual Property
6.1. You acknowledge that material of any nature we provide you with (for example, quotations or other pre-contractual material) may contain
intellectual property which is either our property or licensed to us (including copyright, trade marks, registered and unregistered designs and patents).
Nothing in these terms & conditions is intended either
6.1.1. as a licence for you to use such intellectual property
6.1.2. or as a transfer of such intellectual property, unless explicitly stated in writing.
7. Unusual Circumstances
7.1. If circumstances arise which are largely beyond our control, and which make it no longer commercially sensible for us to continue your order,
we may cancel it on the terms set out below:
7.2. If we decide to cancel it
7.2.1. we shall give you notice, and we shall not be responsible for any loss to you which arises because of that decision
(although any other rights which you may have arising before we made that decision will still stand); and
7.2.2. you will pay us what in our opinion is a fair proportion of the price in relation to the proportion of any goods or services already provided.
8. Consequential Loss and Our Liability
8.1. Unless explicitly stated in the quotation in writing, we do not accept liability for consequential loss of any kind. Consequential loss
includes (but is not limited to) loss of profits, loss of anticipated savings and costs of loss of staff time.
8.2. Providing we have not accepted a different level of liability [on written request, specific insurance cover may be available but at
additional cost], our entire liability under any agreement shall be limited to the value of any goods or services provided under it.
8.3. We do not warrant or guarantee the nature or function of any goods or services provided by the Company. Any self-certification of
conformance is provided in good faith but is not to be taken as representing or warranting that such statements are true.
9. Payment of Price
9.1. You must pay us the price on or before any given dates as may be specified in any quotation, including any VAT which may apply.
(if no terms or dates are referred to, the price is payable immediately on our acceptance of the order).
9.2. If you fail to pay the whole or part of any sum you owe to us by the time it comes due for payment, all sums which you owe us will
become due for payment immediately, and we may issue legal proceedings against you to recover them without giving you any further notice.
9.3. You must pay us the whole of any amount due, and may not set off or deduct anything from this amount without our written permission.
9.4. Any sums which remain unpaid after they became due are subject to interest at a rate of 4% over the base rate of Lloyds Bank plc
from time to time, compounded monthly, both before and after judgment.
9.5. We may assign the benefit of any debt owed to us by you to any third party at any time.
10. Guideline Definitions of Payment Terms
10.1. No terms specified: payment is due in full on acceptance of the order;
10.2. 30 days: payment is due on the 30th day after you placed the order;
10.4. If we may have undercharged any VAT that should have been due on any order, you agree to pay us the outstanding VAT immediately.
If we may have overcharged you VAT, we then shall refund you the amount that you have overpaid.
11. Time for Performance
11.1. Whenever we agree to do anything by or on a particular time, we will try to do it on or at that time, but we shall not be liable for late performance
11.1.1. if late performance is beyond our reasonable control; or
11.1.2. unless you have given us a notice allowing us a reasonable time to perform and we have failed to do so (in any event, clause 7 above applies).
12.1. Except as where specifically referred to in these terms & conditions, neither party to this agreement may assign the benefit or
the obligations of any part without the written consent of the other.
13.1. Where any notice is required to be given under this agreement (where the word notify is used it means to give notice),
it is validly given if it is in writing and sent by fax, email or prepaid first-class or airmail post to the correct fax number, email
address or postal address of the relevant party as contained on any agreement or prior correspondence, or subsequently notified
to the other party. Where sent by fax, the notice is deemed to have arrived immediately upon sending. If sent by email, the notice
is deemed to have arrived 24 hours after it was sent (unless within those 24 hours the sender has been sent an email saying that
the notice has not been delivered). If sent by post, the notice is deemed to have arrived on the third working day after the day on
which it was sent (if sent to an address within the UK), or the fifth working day (if sent to an address anywhere else in the world)
(unless in each case within that period it was returned as undelivered).
14. Confidentiality and Poaching
14.1. You may receive or obtain confidential information (which includes but is not limited to information relating to our products,
planned products and details of our marketing, support and internal structures and similar information relating to our suppliers
or related products). You agree that you will use any confidential information solely for the purposes of evaluating future products
or services supplied by us, and that you shall not disclose it, whether directly or indirectly, to any person/s without our prior written consent.
14.2. The clause above shall not prevent you from disclosing or using any information which is public.
14.3. We agree to be bound by the obligations contained in the above clauses 14.1 and 14.2 likewise in relation to any confidential information
which you may give us.
14.4. You agree not to approach or engage any of our staff (with whom you may or may not have had contact) directly or indirectly while this agreement
is in force or within at least twelve months after the termination of any agreement between you and us.
14.5. You agree that for at least the twelve month period set out above, you will not introduce or identify any of our staff to any other person/s with a
view to other person/s engaging our staff member/s.
15.1. This agreement is subject in all respects to English Law.
16. Termination on Insolvency
16.1. If, in our reasonable opinion, it appears that you will be unable to meet the payment terms we have agreed we may terminate any agreement
immediately without notice, in which case we shall no longer be under any obligation to do any work for you under it, and you immediately
become liable to pay us all sums which you owe us (whether or not they have become due). In addition, you will be liable to pay in full all sums
due for the work we have done up to the date of termination.
16.2. For the avoidance of doubt, it shall be reasonable for us to terminate under clause 16.1 above if any of the following occurs:
16.2.1. the presentation of a bankruptcy or winding-up petition against you, or any winding-up process (other than for the purposes of reconstruction
or amalgamation), or the appointment of a manager, receiver or administrator over all or any part of your assets;
16.2.2. the entry into or proposal of any form of arrangement or composition with your creditors; or
16.2.3. anything analogous to the above sub-sub-clauses in any jurisdiction.
Should we fail to rely on our strict legal rights under any agreement, that shall not prevent us from relying on those rights at any time in the future.
18. Incorporation of Other Terms
18.1. Depending upon what we are requested to supply, additional terms may apply. All definitions contained in these terms & conditions will also apply to
the above terms and in each case, copies of the terms will be provided.
19. Conformity with Description and Warranties
19.1. Where you have purchased goods or services that are sold by a specific description, or where it states in the quotation that we have not specified
the goods, we warrant that the goods conform with that description but we do not warrant that they are fit for any particular purpose.
19.2. Where it states in a quotation that we have specified the goods, we accept liability in respect of that specification only to the extent that, in the
circumstance and in consideration for the information given by you at the time we accepted the order, any other reasonable professional in our
position would have specified those goods significantly differently.
20. Retention of Title
20.1. Title to any goods or services does not pass until all sums owed by you to us (whether under this agreement or otherwise) are paid.
20.2. Until title to any goods passes, you agree to keep them separately from your other goods and marked to indicate that we still possess title to them.
20.3. You grant us an irrevocable licence to enter any of your premises where those goods are stored to repossess them if you are in breach of any
payment terms of this agreement.
20.4. If we repossess any goods pursuant to clause 20.3 above we may make arrangements to re-sell them in any reasonable way (including public
auction) or take them back into stock in which case we will credit you with the resale we achieve (less any costs of re-sale and repossession)
or an equivalent value of resale if we decide to take them back into stock (we will make a reasonable calculation of the equivalent value on
the basis that the goods would be sold as second hand).
21.1. The price given in a quotation is, unless written otherwise, for supply of the goods from our premises, and does not include delivery.
21.2. If you collect the goods or arrange for a carrier to collect the goods on your behalf you will become responsible for the goods
(whether or not you have become the legal owner under clause 20 above) as soon as they are collected.
21.3. If we have agreed in writing to deliver the goods, you will become responsible for the goods (whether or not you have become
the legal owner under clause 20.1 above) as soon as we have delivered them to you. If we use a carrier to deliver them, we
shall be liable for damage or shortfall up to the point of delivery to you provided that:
21.3.1. the damage or shortfall is notified to us and to the carrier (in writing) within two days of the delivery AND the
goods have been signed for as not examined AND you have handled them in accordance with the carriers conditions; OR
21.3.2. (if the goods have not been delivered at all) you notify us and the carrier (in writing) within two days after
the scheduled delivery date.
21.4. Unless you inform us otherwise within two days of receipt of the goods, you will be taken to have accepted as received in good
condition all the goods contained in that consignment.
22.1. This warranty is not a maintenance agreement.
22.2. This warranty only applies to goods manufactured by us. If we have supplied another manufacturers goods or services you may
be covered by a warranty from that other manufacturer.
22.3. This warranty is only between you and us and the benefit of it may not be transferred to any other person. All warranty claims must
be made by you directly to us. We agree (at our discretion) to replace, repair or issue a credit note in respect of any of the goods
manufactured by us or remedy any services which we supply and which are found to be defective in materials or manufacture,
provided that you let us know the full details in writing within 72 hours of discovering the defect.
22.4. Unless advised in writing, this warranty lasts for Six months from the date of receipt or date of invoice, whichever is the soonest.
Where we make replacements or repairs under this warranty, the warranty which applies to such replacements or repairs extends
only to the unexpired balance of warranty at the time of such replacement or repair.
22.5. This warranty only applies where you are not in breach of this agreement and where you have only used the goods in accordance with
any and all instructions supplied. This warranty does not apply where you have removed, tampered with or defaced any seals, notices
or warning labels on the goods.
22.6. This warranty only applies where the defect has not arisen because of neglect, abuse or failure to follow instructions, nor where the
goods have either been repaired or tampered with by a third party not authorised by us (which includes you).
22.7. If we opt to replace defective goods or services, but an exact replacement is not readily available, we agree to make the replacement
with goods or services of similar or better quality. In any case, the replacement or repair may be with quality reconditioned or remanufactured parts.
The faulty parts become our property on removal and any replacement parts become your property on installation.
22.8. You are responsible for ensuring that any returned goods reach us safely (at your cost) you must only return goods after having contacted us
and received authorisation. We may quote you a returns authorisation number in which case it must be clearly displayed on the outside of any packaging.
22.9. This warranty is in addition to your statutory rights.
23. Third Party Recommendations and Statements
23.1. Should we recommend or suggest a potential supplier you may use for goods or services, by making this recommendation or suggestion,
we do not guarantee those goods or services. However, we accept responsibility for the recommendation or suggestion if, at the time we made it,
a professional with our knowledge of the circumstances could not reasonably have made that recommendation or suggestion.
23.2. Where we provide goods originally manufactured or developed by others, we may pass on to you statements or representations about such goods.
We pass this information on to you in good faith but we do not undertake to verify them or guarantee their accuracy, and exclude liability.
24. Safety and Disposal
24.1. You agree to use any goods supplied in a way that is safe as to its installation, operation and disposal.
24.2. You agree not to remove, deface or obscure any safety warnings or seals that may be fitted.
24.3. You agree to transfer all safety instructions, labels etc. with the goods if you give possession of them to any other person and to make sure
that other person complies with them.
24.4. You agree to allow the goods to be operated, installed, configured or repaired only by suitably qualified and trained people.
24.5. You agree that you will dispose of any goods at the end of their useful life in a safe and responsible way.
25. Standard of Care
25.1. We agree to perform any consultancy with the care and skill to be expected of a competent consultant carrying out work of a nature similar
to the consultancy, and in all the circumstances surrounding it.
25.2. We may be prepared to carry out additional consultancy services to you but these will be carried out on a time and materials basis at our usual hourly rate.
25.3. You agree to provide us with all reasonable assistance (and facilities if required) to enable us to carry out the consultancy.
25.4. We do not guarantee we can supply specific, named, staff to perform consultancy work.
26. Intellectual Property and Copyright
26.1 Where we create any intellectual property at your request or pursuant to the provisions of this agreement, we may grant a limited licence for
you to use that intellectual property for your own internal purposes (not sole or exclusive). However, any such licence is not intended to transfer
the title for any intellectual property to you.
Crawford Hansford & Kimber Ltd - an associate company of Amethyst-Designs Ltd
18 Farnborough Road Farnborough Hampshire GU14 6AY UK
Tel: (international code) 44-(0)1252 377077
Fax: (international code) 44-(0)1252 377228
(for example phone from USA is: 011-44-1252-377077)