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CONDITIONS OF CONTRACT AND SALE

1. DEFINTIONS
a) “Buyer” means the person, firm or company who places the order.
b) “Seller” means Crosbie Coatings Limited, Williams Casco Limited or PDI Paints, and shall include the Seller’s successors and assigns.
c) “Goods” means the articles or things or any of them described in the order/quotation.
d) “Order” means the order placed by the Buyer for the supply of the goods.
e) “Quotation” means the quotation for the supply of the goods sent by the Seller to the Buyer on the Seller’s Official Quotation form.

2. CONDITIONS
These conditions which supersede any earlier sets of conditions adopted by the Seller shall override any terms or conditions stipulated, incorporated or referred to by the Buyer whether in the order or any negotiations and whether or not these are known to the Seller at the time of the Quotation/Contract.

3. PRICES
a) Any quotation is subject to availability of raw materials and packages and prices are subject to variation in line with increases in the cost of material labour and other operating expenses, including increases in costs arising from events such as devaluation of sterling or revaluation of currency on the part of countries from which the Seller obtains its materials or the introduction of Government legislation affecting costs or conditions of Contract and Sale.
b) Buyer’s orders will be invoiced at the Seller’s prices ruling on the date the order is despatched by the Seller.
c) VAT prices are subject to the current or appropriate rate of Value Added Tax.
d) In the event of the Buyer’s business being taken over by another company or group of companies the Seller reserves the right to amend the prices and conditions of this quotation.
e) The Seller reserves the right to add freight charges where appropriate.

4. QUANTITIES ORDERED
a) Any estimates the Seller may have given of quantities of goods required for a particular purpose will be without any obligation to the Seller, the Buyer will be responsible for ordering the correct quantities.
b) The Seller will not be liable to retain, take back or give credit for goods ordered by the Buyer which may be found surplus to his requirements or which have been incorrectly ordered by the Buyer.

5. DELIVERY
a) The goods properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport shall be deemed by the Seller at, or despatched for delivery to the place or places and in the manner specified in the order/quotation.
b) In the case of all deliveries ownership of the goods shall remain with the Seller until payment has been made.
c) The Seller may deliver by installments. Each delivery shall be considered as a separate Contract and failure of any delivery shall not vitiate the Contract as to others.
d) While the Seller will always endeavor to meet delivery dates these are approximate only and the Seller accepts no liability whatsoever for the consequences of delay in any delivery howsoever arising.
e) Rent if incurred is to be paid by the Buyer at the Seller’s current rates in the case of the Seller’s own storage or at the same rent as charged to the Seller if stored at premises not under the Seller’s control.
f) The Buyer shall inspect the goods immediately on the delivery thereof (or in the case of goods sold F.O.B. or C.I.F. immediately on discharge from the ship) and shall within seven days from such inspection give notice in writing to the Seller of any matter or thing by reason whereof he alleges that the goods are not in accordance with the order. If the Buyer shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the order and the Buyer shall be found to accept and pay for the same accordingly.

6. PAYMENT (Our payment terms are 30 days net monthly account.)
a) In the event of payment not being made in accordance with the Terms of Payments shown in this quotation the Seller reserves the right to suspend any deliveries not already made and to cancel or otherwise amend the terms of this or any other Contract between the Seller and the Buyer.
b) The Seller will at his discretion charge interest which will be payable on all overdue accounts at 2% per annum above the base rate of Barclays Bank plc at that time.

7. QUALITY AND DESCRIPTION
The Seller hereby warrants that the goods supplied shall be of sound commercial quality. Subject as aforesaid no warranty, condition, description or representation on the Seller’s part is given or implied by this Contract nor is any warranty, condition, description or representation to be taken to have been given or implied from anything said or written in the negotiations between the parties or their representatives prior to this contract and any statutory or other warranty, condition or description expressed or implied as to the state, quality or fitness of the goods is hereby expressly excluded.

8. LIABILITY
a) The Seller shall in no circumstances whatsoever be liable for loss of profit or other consequential loss.
b) In no circumstances whatsoever shall the Seller’s liability to the Buyer arising under or out of or in connection with this contract or the supply of goods there under, and whether in Contract tort or otherwise exceed the invoice price of the particular goods alleged to be defective or in regard to which complaint is made.
c) Notwithstanding that a sample of the goods has been exhibited to and inspected by the Buyer, it is hereby declared that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample under this Contract. The Buyer shall take the goods at this own risk as to their corresponding with the said sample, unless the Seller submits a pilot sample of the paint batch for approval by the Buyer.

9. DAMAGE
a) The Seller shall not be liable for loss, damage or delay to the goods due to the neglect default or dishonesty of their servants and/or agents not liable for any other neglect, default or dishonesty or other matter or thing whatsoever and howsoever caused by Railway Companies, Steamship Companies or other intermediate carriers and/or contractors, their employees and/or their servants or to whomsoever the goods may be entrusted in transit.
b) No servant or agent (which expression shall include an independent contractor) of the Seller shall be under any personal liability whatsoever for any loss, damage or delay, whensoever and howsoever caused. Without prejudice to the generality of the foregoing, every term and exception herein upon which the Seller is or would be entitled to rely shall extend to protect every such servant or agent. For the purpose of this clause the Seller shall be deemed to be acting as agent on behalf of and trustees for the benefit of all persons who are or may be its servants or agents from time to time which persons shall to this extent be deemed parties thereto.

10. SELLER’S RIGHTS
If the Buyer shall make default in or commit any breach of any of his obligations to the Seller or if any distress of execution shall be levied upon the Buyer, his property or assets or if he (the Buyer) shall make an offer to make any arrangement of compensation with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Buyer shall be a limited company and any resolution or petition to wind up such company’s business shall be passed or presented otherwise than for reconstruction or amalgamation or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed the Seller shall have the right forthwith to determine any order then subsisting and upon written notice of such determination being posted by it to the Buyer’s last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the Seller might otherwise make or exercise. Furthermore any branded goods delivered to the buyer and remaining in the Buyer’s warehouse, store or works for which payment has not been received, shall remain the property of the Seller and may be reclaimed by the Seller in this event.

11. FORCE MAJEURE
If the fulfillment of this Contract by the Seller is at any time prevented, hindered, interfered with or prejudiced by war, invasion act of foreign enemy, hostilities (whether war has been declared or not), civil war, riots, civil commotion, rebellion, revolution, insurrection or military or usurped power or by any statue rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority or by official or unofficial strikes, lock-outs, go slow, shortage of labour, damage or breakdown of plant, shortage or delay of transport, stress of weather, fire, riot, or any other cause (whether or not of a like nature) beyond the Seller’s control the Seller shall be at liberty to suspend deliveries or to cancel the unfulfilled part of the Contract in whole or part.

12. DRAWINGS, SPECIFICATION, PATENTS, TRADEMARKS, ETC
a) All drawings, specifications and other technical documents placed at the disposition of the Buyer by the Seller shall remain the Seller’s property , they must not be copied, disclosed to any third party or otherwise used without the Seller’s written permission.
b) The Buyer shall indemnify the Seller against all claims, demands, penalties, costs and expenses for which the Seller may become liable by reason of any infringement or alleged infringement or any United Kingdom of foreign letter patent, registered design, trademark or trade name arising out of any work done in accordance with the Buyer’s specification.

13. INDEMNITY
The Buyer shall indemnify the Seller against loss, damage or injury of any kind whatsoever to any person or property howsoever caused arising from the use of the goods supplied and against all actions, suits, claims, demands, penalties, costs, charges or expenses arising in connection therewith.

14. ARBITRATION
All disputes, differences or questions at any time arising between the parties as to the construction of the Contract or as to any matter or thing arising out of the Contract or in any way connected therewith shall be referred to the arbitration of a single arbitrator who shall be agreed between the parties or who failing such agreement shall be appointed at the request of either party by the President for the time being of the Law Society. The arbitration shall be in accordance with the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.

15. PROPER LAW
These conditions and the Contract shall be subject to and construed in accordance with English Law.

I ACCEPT TERMS. DOWNLOAD APPLICATION FORM