COATING APPLICATIONS GROUP – TERMS & CONDITIONS OF SALE

1. Terms of quotation
All quotations are given and orders accepted by the Seller on the basis of these conditions of trading and shall exclude any conditions which the Buyer may purport to impose.

2. Variation of terms
Any variation of these conditions shall be null and void unless signed by the Seller.

3. Separate contracts
Every order placed by the Buyer shall, on acceptance by the Seller, be treated as a separate contract. In the event of there being more than one contract in course of performance between the Seller and the Buyer any question, dispute or difficulty, which may arise in respect of one such contracts, or the terms on which it may be settled, shall not affect in anyway the performance of the other contract or contracts, nor shall the Buyer be entitled to exercise in relation to any such other, contract any counter claim or right of set off arising under one contract.

4. Cancellation
No order may be cancelled in whole or in part without the Seller’s consent.

5. Retention of title
The risk in the goods shall pass from the seller to the Buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the goods were delivered.

6. Terms of payment
Unless otherwise agreed in writing, all contract prices are strictly net cash and shall be paid within the agreed terms. In case of failure to pay by the due date, all sums outstanding shall become payable immediately. The Seller reserves the right to charge the Buyer interest on any sum outstanding beyond the period of credit allowed at the rate of 4% above base rate per month or part of month.

7. Variation of price
Prices are based on the Seller’s costs ruling at the date of first quotation. If between such date and the date of delivery there is any variation in the overall cost of labour, materials, overhead expenses, transport or any other costs connected with the manufacture, processing or delivery of the goods the Seller shall be entitled to vary the contract price in proportion to the amount of such variation.

8. Delays in payment
If any payment is in arrears the Seller shall be entitled (without prejudice to any other right it may have) to suspend further deliveries until payment is received, whether or not such deliveries are due under the same contract or other contracts.

9.
(a) Risk in the goods shall pass to the Buyer on delivery but title to the goods shall remain in the Seller until payment therefore has been received in full by the Seller, whereupon the property in the goods shall pass to the Buyer. Notwithstanding the foregoing, if the whole or any part of the goods (whether or not after being processed or mixed with other goods or materials) is resold by the Buyer and delivered to the Buyer’s sub-purchaser before the Seller has received payment therefore, then title to that part of the product shall pass to the Buyer immediately upon delivery to the sub-purchaser. In the event the Buyer shall receive and hold the proceeds of resale as trustee upon trust to account to the Seller therefore to the extent that any sums are then owing from the Buyer to the Seller. The Buyer shall if so requested by the seller, assign to the Seller any unpaid debt due to the Buyer from such sub-purchaser arising from the results where property in the goods has not passed prior to the resale. If the seller shall pursue such debt it shall thereafter repay to the Buyer any monies recovered in excess of sums owing to the Seller and its reasonable costs and expenses incurred in pursuing the claim
(b) if any payment is overdue or the Buyer commits any act of bankruptcy, or, if a limited company, satisfies any statutory ground for winding up by the court or voluntarily, then, without prejudice to any other remedies to which it may be entitled, the Seller may terminate all or any uncompleted contracts outstanding between it and Buyer its servants or agents may enter the Buyer, premises to recover all goods in respect of which property has not passed. If any packaging is stated in the contract to be returnable by the Buyer, this remains the property of the seller at all times. Loss or damage to the packaging occurring on the Buyer’s site subsequent to return, will be for the Buyer’s account.

10. Cost of carriage
Prices quoted are delivered prices within the United Kingdom unless otherwise agreed.

11. Delivery
Delivery dates quoted by the Seller are given in good faith but the Seller shall not be liable for failure to deliver on the specified date or dates.
If the contract calls for delivery by instalments each instalment shall be deemed to constitute a separate contract. Any defect in any instalment or failure to deliver any instalment shall not give the Buyer the right to cancel future deliveries.

12. Notification of claims
The Seller shall be entitled to reject any claim for defective goods unless such claim is notified in writing to the Seller within 14 days of delivery, or if the alleged defect is not immediately apparent, within such longer period as the Seller may reasonably allow in the circumstances, or, where a claim cannot be supported by evidence of the Sellers batch / piece number.
The Seller shall be entitled to reject any claim for non-delivery of the goods in whole or in part unless notice in writing is given by the Buyer within such time from the date of despatch as would enable a claim to be made on the carrier.

13. Shortages and surpluses
The Seller reserves the right to deliver 10 per cent more or less than the contract quantity of the goods. Any excess or shortage will be charged or deducted pro rata.

14. Limitation of liability
The Seller warrants that the goods delivered shall be of normal merchantable quality unless specifically stated to the contrary and will be suitable for any purpose recommended in its publications or in writing to the Buyer. The Seller’s liability is limited to replacement of any goods which do not conform to this warranty. This warranty is given in place of and shall be deemed to exclude all other warranties and conditions whether express or implied, and whether arising by common law, statute or otherwise. In particular, but without limitations of the foregoing the Seller shall not be liable for the failure of the goods to be fit for any particular purpose which has not been recommended in accordance with this warranty even if the Buyer has previously used the goods successfully for an unrecommended purpose nor shall the Seller be liable for any loss or damage attributable to the goods whether direct or consequential, except liability for death or personal injury resulting from the Seller’s negligence.

15. Safety instructions
The Buyer undertakes to ensure compliance by its servants or agents with any safety precautions or instructions for safe handling given by the Seller.

16. Force majeure
Notwithstanding any other provision hereof, should the manufacture, processing, delivery or despatch of the whole or any part of the goods be delayed, prevented, hindered or rendered uneconomic by any causes whatsoever beyond the Seller’s control, the Seller shall be entitled either to cancel the contract or to postpone or suspend any delivery or deliveries under the contract until in the Seller’s judgement such cause shall have ceased to operate. The Seller shall be under no liability in respect of such cancellation, postponement or suspension. Without limiting the generality of the cause or causes referred to above, the same shall include war, fire, accident, breakdown of plant or machinery, strikes and lock outs (whether effecting the Seller’s works or those of their suppliers or their carriers), shortage of or late or non delivery.

17. Indemnity
The Buyer shall indemnify the Seller against all costs or expenses arising out of any action for infringement or alleged infringement of any patent, trade mark, registered design or copyright and any other claim resulting from compliance with the Buyer’s instructions express or implied.

18. Commission coating
Where customers own fabrics are supplied to us for coating only, it is not our policy to inspect that material prior to coating. The customer must therefore demonstrate that the material he supplies or causes to be supplied is suitable for coating in order that we may quality control it. Where this does not occur Coating Applications Group will accept no responsibility other than for the coating itself. Further, where a coating process has to be abandoned as a result of inadequate or erroneous information supplied by the customer, a charge for time and materials involved, may be incurred.

19. Interpretation
Every contract between the Seller and the Buyer shall in all respects operate and be construed as an English contract and be governed by English law.

Coating Applications Group, Newhouse Road, Huncoat Business Park, Accrington, Lancashire, BB5 6NT, UK