CDS Terms and Conditions – CRYSTAL DISPLAY SYSTEMS LIMITED
Orders are accepted subject to the following conditions in which the words “the Company” refer to Crystal Display Systems Limited:
1. Formation of Contracts
(a) All contracts of sale made by the Company shall be deemed to incorporate these terms and conditions. No variation of or addition to these terms and conditions shall form part of any contract unless made of specifically accepted by the Company in writing.
(b) These terms and conditions shall override and take the place of any other terms and conditions in any document or other communication used by the purchaser in concluding the contract with the Company.
(c) No contract shall come into effect until the Purchaser’s order has been accepted in writing by the company.
(d) The application of the Uniform Laws on International Sales shall be excluded. The construction validity and performance of all Contracts shall be governed by the laws of England and any claim or dispute arising there from shall be subject to jurisdiction of and be determined by the English Courts.
2. Prices
Unless otherwise expressly stated in writing by the Company orders are accepted on the basis that: (a) The price stated is the net price of the goods (after deduction of any discounts) for delivery ex works and unpacked excluding value added or any like tax.
(b) Package and carriage are charged extra at cost.
(c) The Company is entitled without prior notice to adjust the price stated to take account of any change in specification made at the request of the Purchaser or any alteration before the date of delivery in the cost to the Company of import or export duties of tariffs or transport which directly affects the costs to the Company of supplying the goods.
(d) Where applicable value added tax will be added to the price at the rate ruling at the time of delivery.
(e) Unless otherwise confirmed by the Company in writing, where the price is based upon a foreign currency, the price is subject to adjustment with the exchange rate ruling on the date of invoice.
(f) Prices shall only be applied for the respective order. i.e. they will not be applicable for the orders in the past or future.
(g) On contacts with an agreed delivery time of more than five (5) weeks, both contractual parties can demand a change of the agreed price to such extent, as changes of price formation factors which cannot be modified occur after the contract was concluded by the contractual parties, such as cost reductions or increases due to conclusion of a collective agreement or changes of the price for materials. The change of price shall be restricted to the extent required for the settlement of the cost reduction or increase incurred. The contractual party shall be entitled to a respective price adjustment right-even if a factual delivery time of more than five (5) weeks occur due to delays represented by the other party.
CDS Terms and Conditions – Making A Purchase
3. Payment (a) Unless otherwise expressly stated prices are due and payable net cash in United Kingdom sterling 30 days from the date of invoice and punctual payment is of the essence of the contract. Credit is only available to United Kingdom based companies unless agreed in writing by the company.
(b) If the Purchaser shall fail to make payment in full in accordance with sub-paragraph of this Condition.
(i) If the customer is late with payment, we shall be entitled to charge 8% interest p.a. above the Bank Of England Base Bank Rate from the due date (without prejudice to any other rights of the Company).
For clarification: For contracts dated on or after 7 August 2002, the late payment interest rate is 8 per cent plus the current reference rate. The reference rate for payments that became overdue between 1 January and 30 June is the Bank of England base rate on 31 December the previous year. For payments that became overdue between 1 July and 31 December, the reference rate is the Bank of England base rate on 30 June that year.
For example:
If the base or reference rate for the six-month period when the debt became overdue is 0.5 per cent, then the statutory interest charge is 8.5 per cent (0.5 per cent base/reference rate plus 8 per cent).
The debt is £851.06 plus £148.94 VAT = total £1,000
If this debt is 30 days late, then the interest owed is:
£1,000 x 8.5 per cent = £85 (the annual rate)
£85 / 365 = 23p (the daily rate)
23p x 30 days = £6.90 (the interest owed to date)
VAT will be included in the total value of the invoice you enter.
(ii) The Company shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Purchaser in such event the Purchaser shall not in any respect be released from its obligations to the Company under that or any other such contract or: (iii) Instead of suspension in accordance with paragraph (I) above the Company shall be entitled to terminate the relevant contract or any other contract with the Purchaser and to claim damages from the Purchaser for breach of contract.
(c) Where carriage, packing or other charges are stated separately from the price they will nevertheless be payable by the Purchaser at the same time as if they formed part of the price and shall be treated as such.
(d) Draft and cheque will only be accepted after previous agreement and only on account of performance and shall only be considered to be payment after unreserved crediting. Bank fees, discount charges draft and other fees plus value added tax shall be charged to the customer.
CDS Terms and Conditions – Shipping and Handling
4. Despatch and Delivery
(a) Whilst the Company will use all reasonable endeavours to keep any stated dispatch or delivery date it accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused.
(b) Not withstanding that the stated price may include the cost of carriage from the Company’s premises the risk in the goods sold shall pass to the Purchaser upon their transfer at such premises on to the carrier’s.
Or Purchaser’s transport save that where the contract is stated to be f.o.b. or c.i.f. the risk shall pass to the Purchaser when the goods are delivered on to the ship or aircraft.
(c) In cases where the Company concludes the contract of carriage and / or arranges for the insurance of the goods for transit the Company shall be deemed to be acting solely as agent of the Purchaser.
(d) When the company agrees to deliver to your premises this does not conclude the delivery. The delivery person is obliged to take the goods inside your premises. Therefore, the purchaser should be available and have the resources/personnel to take the received goods inside the premises.
(e) Unless the purchaser informs the company in writing of any issues with the delivery within 24 hours of receipt it will be accepted that the delivery was without issue and completion of the contract.
5. Property
The property of the goods will remain with the Company until payment has been received in full notwithstanding that the Company may part with the goods or with the documents which represent them and the Purchaser shall if so requested by the Company in writing store separately any goods remaining the property of the Company so that the same may readily be identified.
Even if the purchaser modifies the product (e.g. adds a connector, or affixes a touchscreen), the product will still remain the property of the company and the company can retrieve the products from the purchaser (or the administrator if appropriate) immediately if requested by the company.
6. Specifications, Descriptions and Drawings
(a) Unless otherwise accepted in writing by the Company all drawings, descriptions and specifications submitted by the Company and descriptions and illustrations contained in the catalogue, price lists and other advertisements of the Company are intended merely to present a general idea of the goods described and do not form part of the contract.
(b) Where a contract is entered into to supply goods on the basis of a specification agreed in writing by the Company, the Company will not entertain claims based on non-compliance with any other specifications. The Purchaser will be deemed to be in breach of contract if he is unable to accept goods which are in accordance with the agreed specification and the Purchaser will be liable to pay the contract price in full (for the entire contract quantity) irrespective of whether the Purchaser is able to make use of the goods.
(c) Changes to the specifications at the Purchaser’s request after the placing of an order will only be accepted at the Company’s discretion. Such charges will only take effect when agreed in writing by the Company and may result in delay and / or increase in price.
(d) All drawings prepared by the Company shall remain the property of the Company and shall be returned to it by the Purchaser on demand. All such drawings shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
7. CDS Terms and Conditions – General Liabilities
(a) The Company will use all reasonable endeavours to see that all goods supplied are free from defects in design, material and workmanship and may in appropriate cases make good without charge by repair or (at the discretion of the Company) replacement any defects which the Company is satisfied are defects of material or workmanship in goods which are returned to the Company in accordance with the terms of any written guarantee of the goods BUT accept as provided in law the Company shall in no circumstance incur any greater liabilities than those incurred under this condition or such written guarantee.
(b) Except as provided in law the Company shall not be liable for any loss, injury or damage of any nature whatsoever whether direct or consequential arising out of or in connection with any goods supplied, or inability to ship goods.
(c) The Purchaser shall not rely upon any representation concerning any goods supplied unless the same shall have been made by the Company in writing.
(d) The complete or partial invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of such provision for any other purpose of the remaining provisions hereof.
8. Patent Rights etc.
The Purchaser shall be solely responsible for ensuring that goods ordered, other than those of the Company’s own design, do not infringe the patent or other industrial property rights of any third party and the Purchaser shall fully and effectively indemnify the Company against any and all costs, claims, charges and expenses with the Company may suffer or incur in respect of the infringement or alleged infringement of such rights.
9. Health and Safety at Work
The Purchaser shall be solely responsible for and shall keep the Company indemnified against any loss, liability or expense arising directly or indirectly from the use of the goods other than in accordance with the Company’s operating and / or use instructions or as the same would be used by a competent electronics, electrical or mechanical engineer.
10. Force Majeure
The Company shall be entitled to cancel or rescind any contract without liability for loss or damage resulting therefore if the performance of its obligations under the contract is in any way adversely affected by any war, strike, lock-out, sit-in, trade dispute, flood, accident to plant or machinery, shortage of any material or labour or any other cause whatsoever beyond the Company’s control whether ejusdem generis (‘of the same kind’) with the foregoing causes or not.
11. CDS Terms and Conditions – Assignments
This Agreement or any rights hereunder of the Purchaser may not be assigned in whole or in part without the prior written consent of the Company.
12. Default
If: (a) The Purchaser shall commit any breach of any of the terms (including without limitation terms concerning the time for payment of the purchase price) of this or any other contract with the Company and on its part to be observed or performed PROVIDED if such breach is remediable that the Company has previously given to the Purchaser notice thereof and the same has not been remedied within seven days thereafter.
(b) The Purchaser compounds with or negotiates for any composition with its creditors generally or permits any judgement against it to remain unsatisfied or seven days.
(c) Being an individual, the Purchaser shall die or have a receiving order made against him or commit any act of bankruptcy: or
(d) Being a company, the Purchaser shall call any meeting of its creditors or have a receiver of all or any of its assets appointed or enter into any liquidation:
The Company shall be entitled to stop any goods in transit to the Purchaser and suspend any further deliveries to the Purchaser and the Company may without prejudice to any other rights it may have by notice in writing to the purchaser terminate forthwith any contract then subsisting.
13. CDS Terms and Conditions – Cancellation All requests for cancellations must be received in writing and signed by the person authorised to make such a request. Cancellation of any order or contract or part of any order or contract by the purchaser can only be accepted on terms which indemnity the Company against all loss. The company will confirm in writing if it has accepted the cancellation, but the cancellation if accepted, may incur a cancellation charge.
Any product that has been sourced and purchased to order by The Company for the customer (or is a custom design) cannot be cancelled without acceptance and confirmation in writing from The Company and shall be paid in full as per the Customer order.
14. CDS Terms and Conditions – Headings The headings used in these Terms and Conditions are for convenience only and shall not affect the construction hereof.
15. CDS Terms and Conditions – Back Orders If your item is not in stock, we will back order for you.
16. CDS Terms and Conditions – Warranty
(1) In case of a purchase which is a commercial business for both parties the customer must give notice of any kind of defect to us within eight working days – except hidden defects (Saturdays is not considered to be a working day) after delivery in writing; otherwise the goods are considered approved. Hidden defects are to be given notice in writing within eight working days after their discovery otherwise the goods are considered to be approved despite these defects.
(2) Period of limitation for warranty claims amounts to twelve months. This period of time shall also apply to claims with regard to replacement of defect consequential damage if no claims are put forward from tort or product liability claims.
(3) First of all, the purchaser can only demand subsequent improvement as warranty. However, we can deliver a replacement at our discretion – instead of subsequent improvement. If we are not ready to offer a subsequent improvement / replacement, or not able to do so, in particular, if subsequent improvement / replacement will be delayed over an appropriate term due to reasons we have to represent, or the subsequent improvement / replacement does not succeed in some other way, the purchaser shall be entitled at his discretion, if further attempts for subsequent improvement are not acceptable, to rescind from the contract (rescission of contract) or reduction of the price (reduction) at his discretion. In case of defects of subsequently improved parts or goods delivered as replacement (i.e. with regard to subsequently improved parts / replacement) the period of limitation for claims for warranty amounts to six months.
(4) There shall be no warranty obligation for normal wear and tear, in particular, with regard to wearing parts. Furthermore, a warranty obligation shall not be existing if damage or disturbances occur at the contract item which can be traced back to improper treatment or use of inappropriate business conditions.
(5) In other respects, we are liable for damage due to defectiveness of the contract item according to statutory regulations in the cases of intent and gross negligence. Furthermore, we are liable for non-fulfilment if the purchaser claims for damages due to lack of guaranteed features. If we infringe with simple negligence a cardinal duty or a contractual duty, our duty for replacement shall be restricted to the contractual foreseeable damage. In other respects, further claims put forward by the purchaser due to defectiveness of the contract item – irrespective of whatever legal ground shall be excluded, so that we shall not be liable for lost profit or other pecuniary loss of the customer.
(6) The delivered goods should be visually inspected by the purchaser within 24 hours of receipt and the company informed immediately as to any damage that may have been incurred during transit between our warehouse and the purchaser’s premises. Damage incurred during transit will not be accepted if not informed within the aforementioned 24 hours that are visible.
Tax Charges For orders made from the UK or the European Union, VAT will be added at the prevailing rate. All other orders are VAT free.
Credit Card Security If and when an order is placed with the company, credit card numbers and details are not held by the company.
CDS Terms and Conditions – Guarantee Please contact us for details of our guarantee policy.
