STANDARD TERMS AND CONDITIONS OF
In these Conditions the following words
have the following meanings
The Catalogue -
The Catalogue (in whatever form, whether paper or
electronic) in which these conditions are set out.
The Customer -
the person(s), firm or company who purchases the Goods from
The Company -
Central Spares Limited whose registered office is at
Wimborne Dorset registered (Company Number 4910988).
– any Customer purchasing Goods other than in the course of
any contract between the Company and the Customer for the
sale and purchase of the Goods, incorporating these Conditions.
Delivery Point -
the place where delivery of the Goods is to take place under
any goods agreed in the Contract to be supplied to the
Customer by the Company (including any part or parts of them).
Price due for the
Goods excluding carriage and VAT.
– Customers purchasing Goods in the course of business.
– value added tax chargeable under English law for the time being and any
similar additional tax.
– means www.centralspares.co.uk or such other website domain name as the Company may nominate from time to
1.2 In these Conditions references to any
statute or statutory provision shall, unless the context otherwise requires, be
construed as a reference to that statute or statutory provision as from time to
time amended, consolidated, modified, extended, re-enacted or replaced.
these Conditions references to the masculine include the feminine and the
neuter and to the singular include the plural and vice versa as the context
admits or requires.
The headings in these Conditions will
not affect the construction of these Conditions.
to any variation under condition 2.3 the Contract will be on these Conditions
to the exclusion of all other terms and conditions (including any terms or
conditions which the Customer purports to apply under any purchase order,
confirmation of order, account application, specification or other document).
terms or conditions endorsed upon, delivered with or contained in the
Customer's purchase order, confirmation of order, specification or other
document will form part of the Contract simply as a result of such document
being referred to in the Contract.
Conditions apply to all the Company's sales and any variation to these
Conditions and any representations about the Goods shall have no effect unless
expressly agreed in writing and signed by a duly authorised officer of the
Company. Nothing in this Condition will exclude or limit the Company's
liability for fraudulent misrepresentation.
Each order for Goods by the Customer
from the Company shall be deemed to be an offer by the Customer to purchase
Goods subject to these Conditions.
The Company reserves the right to
decline to trade with any Customer.
Written confirmation of telephone or
fax orders must be clearly marked 'Confirmation Only'. The Company will not
accept liability for orders not so marked and duplicate orders will be charged
Goods priced in multiples cannot be
ordered or supplied in smaller quantities.
Once an order has been accepted by the
Company it cannot be cancelled or amended without
the prior written agreement of the Company (or as otherwise provided
Orders are accepted by the Company
despatching the Goods.
Customers should provide the full
delivery address and contact phone number. Orders will only be despatched to
the Customer's invoice address or an official branch address of the Customer's
Company (if applicable). Under no circumstances will Goods be delivered to an
Orders are usually processed and ready
for despatch within 24 hours of receipt by the Company unless otherwise stated
in the Catalogue.
All export orders will be ex-works.
3.9 Back orders will be cancelled after 90
days unless otherwise notified.
will attract carriage charges (prices excl VAT) which are listed on the
Company reserves the right to alter the carriage charges from time to time and
any such changes shall be posted on the Website..
The description of the Goods shall be
as set out in the Catalogue.
drawings, descriptive matter, specifications and advertising issued by the
Company and any descriptions or illustrations contained in the Catalogue, any
other Company catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They will
not form part of this Contract.
dates specified by the Company for delivery of the Goods are intended to be an
estimate and time for delivery shall not be made of the essence by notice. If
no dates are so specified, delivery will be within a reasonable time.
to the other provisions of these Conditions the Company will not be liable for
any direct, indirect or consequential loss (all three of which terms include,
without limitation, loss of profits, loss of business, depletion of goodwill
and like loss), costs, damages, charges or expenses caused directly or
indirectly by any delay in the delivery of the Goods (even if caused by the Company's
negligence), nor will any delay entitle the Customer to terminate or rescind
the Contract unless such delay exceeds 60 days.
for any reason the Customer will not accept delivery of any of the Goods or the
Company is unable to deliver the Goods on time because the Customer has not
provided appropriate instructions, documents, licences or authorisations (and
the Company has materially complied with these terms and conditions):
in the Goods will pass to the Customer (including for loss or damage caused by
the Company's negligence);
Goods will be deemed to have been delivered; and
Company may store the Goods until delivery whereupon the Customer will be
liable for all reasonable related costs and expenses (including, without
limitation, storage and insurance).
The Customer will provide at its
expense at the Delivery Point adequate and appropriate equipment and manual
labour for accepting delivery of the Goods. The Company will not be held liable
for any delay, damage or additional cost that results from the site or
facilities being unsuitable or inaccessible or for insufficient labour being
available to effect the delivery.
All Goods with a total weight
(including packaging) of up to 30Kg are delivered by 24 hour carrier service
Goods weighing in excess of 30Kg may
require packing onto a pallet and will be delivered by road transport wherever
possible within 3 days.
Weekend delivery is not available.
6 INSPECTION, DEFECTS AND
Customer must inspect the Goods as soon as is reasonably practicable following
delivery and subject to the provisions
of Condition 14 below the Company shall not be liable for any defect in the
Goods unless written notice is given within a reasonable period of time
(normally not exceeding 7 days from the date of delivery).
The quantity of any consignment of
Goods as recorded by the Company upon despatch from the Company’s place of
business shall be conclusive evidence of the quantity received by the Customer
on delivery, unless conclusive evidence is provided to the contrary.
The Company will not be liable for
non-delivery of goods unless written notice is received by the Company within 5
days of the specified date when the Goods should have been delivered.
Subject to clause 8 below, any
liability of the Company for non-delivery or non-performance or for Goods
notified as defective on delivery shall be limited to replacement of the Goods
within a reasonable time or to a refund of the price paid in respect of the Goods.
7 TRADE RETURNS
In respect of all
Trade sales the following returns policy shall apply:-
no order can be
cancelled or accepted for credit without prior written authority of the
or credit is accepted by the Company the Customer must:-
(a) obtain a
returns authorisation number from the Company prior to returning the Goods;
received an authorisation number return the Goods to the Company at the
Customer's risk and expense, unused and unopened and in their original packing.
returned as 'unwanted' or 'incorrectly ordered' may be accepted at the
discretion of the Company but will be subject to a restocking fee of 20% of the
invoice value of the Goods plus carriage.
respect of all Consumer sales via the Website the following returns policy
Customer may cancel the contract at any time up to the end of the seventh
working day from the date of delivery (no reason needs to be given and no
penalty will be incurred but it is the Customer's responsibility to return the
Goods to the Company if already received); and
order to cancel the contract the Customer must notify the Company in writing by
post to: Central Spares Limited, Units
3-7 Brook Road, Wimborne, Dorset BH21 2BH
(the 'Postal Address'); and
the event that the Customer has already received the Goods these must be sent
back to the Postal Address at the cost and risk of the Customer as soon as
Goods returned by the Customer under this clause 8 must be returned in a
complete, unused and "as new" condition with all original packaging
and labelling intact; any Goods not conforming to this requirement may be
subject to a reasonable restocking and packaging fee at the discretion of the
8.2 In respect of all Consumer sales
concluded other than via the Website the Company shall normally accept the
return of non faulty Goods within seven days of purchase provided such Goods
are returned to the Postal Address and such Goods comply with the requirements
of clause 8.1.4 above; the Company shall only accept the return of non faulty
Goods after this time at its absolute discretion.
8.3 In respect of any faulty Goods or Goods
supplied incorrectly the Customer should notify the Company as soon as
reasonably practicable. The Company may
require the Customer's assistance in returning the Goods to the Postal Address
and the Company will upon receipt forward any faulty goods to the relevant
manufacturer prior to deciding what action to take. At the Company's absolute discretion, the
faulty Goods shall be repaired or replaced and where this is not possible the
costs of the Goods shall be refunded to the Customer in full. Any goods that have been abused or misused
will not be eligible for repair, replacement or refund.
9.1 The Goods are at the risk of the
Customer from the time of delivery.
of the Goods shall not pass to the Customer until the Company has received in
full (in cash or cleared funds) all sums due to it in respect of:
other sums which are or which become due to the Company from the Customer on
9.3 Until title to the Goods has passed to
the Customer, the Customer shall:
the Goods on a fiduciary basis as the Company's bailee;
9.3.2 store the Goods separately from all other
goods held by the Customer so that they remain readily identifiable as the
9.3.3 not remove, deface or obscure any
identifying mark or packaging on or relating to the Goods;
9.3.4 maintain the Goods in satisfactory
condition and keep them insured against all risks for their full price from the
date of delivery;
9.3.5 notify the Company immediately if it
becomes subject to any of the events listed in clause 9.5; and
9.3.6 give the Company such information relating
to the Goods as the Company may require from time to time,
the Customer may resell or use the Goods in the ordinary course of its
9.4 If before title to the Goods passes to
the Customer the Customer becomes subject to any of the events listed in clause
9.5, or the Company reasonably believes that any such event is about to happen
and notifies the Customer accordingly, then, provided that the Goods have not
been resold, or irrevocably incorporated into another product, and without
limiting any other right or remedy the Company may have, the Company may at any
time require the Customer to deliver up the Goods and, if the Customer fails to
do so promptly, enter any premises of the Customer or of any third party where
the Goods are stored in order to recover them.
9.5 The Customer's right to possession of
the Goods shall terminate immediately if:
Customer has a bankruptcy order made against him or makes an arrangement or
composition with his creditors, or otherwise takes the benefit of any statutory
provision for the time being in force for the relief of insolvent debtors, or
(being a body corporate) convenes a meeting of creditors (whether formal or
informal), or enters into liquidation (whether voluntary or compulsory) except
a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or administrative
receiver appointed of its undertaking or any part thereof, or a resolution is
passed or a petition presented to any court for the winding up of the Customer
or for the granting of an administration order in respect of the Customer, or
any proceedings are commenced relating to the insolvency or possible insolvency
of the Customer; or
Customer suffers or allows any execution, whether legal or equitable, to be
levied on his/its property or obtained against him/it, or fails to
observe/perform any of his/its obligations under the Contract or any other contract
between the Company and the Customer, or is unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to
Customer encumbers or in any way charges any of the Goods.
Catalogue remains at all times the sole and exclusive property of the Company.
price for the Goods is set out in the Catalogue or separate price list and is
correct at time of printing but may be varied by the Company at any time in its
absolute discretion without prior notice.
price for the Goods shall be exclusive of any VAT and all costs or charges in
relation to loading, unloading, carriage and insurance all of which amounts the
Customer will pay in addition when it is due to pay for the Goods.
orders made online via the Website under £35.00 (net) or otherwise under £25.00
(net) shall be subject to a handling charge. The current handling charges are set out on the Website and are subject
to change from time to time at the absolute discretion of the Company.
11.1 Customers wishing
to open a credit account must supply two trade and one bankers reference. The
Company may undertake a search with a credit reference agency before providing
11.2 The Company may
in its absolute discretion decide to grant, refuse or discontinue any credit
limit at any time and may transfer information to third parties who may:
11.2.1 use analyse
and assess information about you and the transactions entered into between you
and the Company
information about you and your indebtedness to their insurers, guarantors or
indemnifiers bankers or any third party to whom your indebtedness is
transferred in order that they can enforce their rights or comply with their
of the price for the Goods is strictly within 30 days of the invoice date for
account customers or at the time of order for all non-account holding
Customers. There are no early settlement discounts. Late payment may result in
orders being delayed and or cancelled by the Company.
12.2 Time for payment shall be of the essence.
12.3 No payment shall be deemed to have been
received until the Company has received cleared funds.
payments payable to the Company under the Contract shall become due immediately
upon termination of this Contract despite any other provision.
Customer shall make all payments due under the Contract without any deduction
whether by way of set-off, counterclaim, discount, abatement or otherwise
unless the Customer has a valid court order requiring an amount equal to such
deduction to be paid by the Company to the Customer.
the Customer fails to pay the Company any sum due pursuant to the Contract the
Customer will be liable to pay interest to the Company on such sum from the due
date for payment at the annual rate of 6% above the base lending rate from time
to time of HSBC Bank plc, accruing on a daily basis until payment is made,
whether before or after any judgment. The
Company reserves the right to claim interest under the Late Payment of
Commercial Debts (Interest) Act 1998.
Company may within four weeks of receipt of an order from the Customer cancel
the Customer's order for any reason whatsoever.
the event that the Company cancels the Customer's order under Condition 12.1
above then the Company shall return any part of the purchase price paid in
accordance with Condition 12.1 to the Customer and for the avoidance of doubt
shall have no further liability to the Customer whatsoever.
Company will endeavour to transfer to the Customer the benefit of any warranty
or guarantee given by the manufacturer of the goods.
all Goods are supplied with a manufacturer's guarantee and guarantees which may
be provided will vary in duration. It is the Customer's responsibility to check
at the time of placing the order the applicability of any guarantee.
no manufacturers guarantee is provided the Company warrants that (subject to
the other provisions of these Conditions) upon delivery, and for a period of 3
months from the date of delivery, the Goods will:
of satisfactory quality within the meaning of the Sale of Goods Act 1979;
reasonably fit for their intended purpose; and
reasonably fit for any particular purpose for which the Goods are being bought
if the Customer had made known that purpose to the Company in writing and the
Company has confirmed in writing that it is reasonable for the Customer to rely
on the skill and judgement of the Company.
Company shall not be liable for a breach of any of the warranties in condition
Customer gives written notice of the defect to the Company, and (if the defect
is as a result of damage in transit) to the carrier, within 10 days of the time
when the Customer discovers or ought to have discovered the defect; and
Company is given a reasonable opportunity after receiving the notice of
examining such Goods and the Customer (if asked to do so by the Company)
returns such Goods to the Company's place of business at the Company's cost for
the examination to take place there.
Company shall not be liable for a breach of any of the warranties in condition 14.3
Customer makes any further use of such Goods after giving such notice; or
defect arises because the Customer failed to follow the Company's oral or
written instructions as to the storage, installation, commissioning, use or maintenance
of the Goods or (if there are none) good trade practice; or
Customer alters or repairs such Goods without the written consent of the
to conditions 14.4 and 14.5, if any of the Goods do not conform with any of the
warranties in condition 14.3 the Company shall at its option repair or replace
such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the
Customer shall, at the Company's expense, return the Goods or the part of such
Goods which is defective to the Company.
the Company complies with condition 14.6 it shall have no further liability for
a breach of any of the warranties in condition 14.3 in respect of such Goods.
to condition 14 the following provisions set out the entire financial liability
of the Company (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Customer in respect of:
breach of these Conditions; and
15.1.2 any representation, statement or tortious
act or omission including negligence arising under or in connection with the
warranties, conditions and other terms implied by statute or common law (save
for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to
the fullest extent permitted by law, excluded from the Contract.
in these Conditions excludes or limits the liability of the Company for:-
15.3.1 death or
personal injury caused by the Company's negligence;
15.3.2 the Company's
fraud or fraudulent misrepresentation;
15.3.3 defective products under or losses for which
it is prohibited by section 7 of the Consumer Protection Act 1987 to limit
liability (in the event only that the Customer is a Consumer); or
15.3.4 any matter in respect of which it would be
unlawful for the Company to exclude or restrict liability.
Company's total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of this Contract
shall be limited to the Contract price.
Company shall not be liable to the Customer for any indirect or consequential
loss or damage (whether for loss of profit, loss of business, depletion of
goodwill or otherwise), costs, expenses or other claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in connection
with the Contract.
Customer must observe and comply with all applicable regulations and
legislation, including obtaining all necessary customs, import or other permits
to purchase Goods from the Company. The
importation and exportation of certain Goods may be prohibited by certain
national laws and the Company makes no representation and accepts no liability
in respect of the export or import of the Goods purchased.
The Company reserves the
right to defer the date of delivery or to cancel the Contract (without
liability to the Customer) if it is prevented from or delayed in the carrying
on of its business due to circumstances beyond the reasonable control of the
Company including, without limitation, acts of God, governmental actions, war
or national emergency, acts of terrorism, protests, riot, civil commotion,
fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes
(whether or not relating to either party's workforce), or restraints or delays
affecting carriers or inability or delay in obtaining supplies of adequate or
suitable materials (a 'Force Majeure Event') provided that, if the event in
question continues for a continuous period in excess of 60 days, the Customer
shall be entitled to give notice in writing to the Company to terminate the
Contract. Neither party shall be liable
for any failure or delay in performing its obligations under the Contract to
the extent that such failure or delay is caused by a Force Majeure Event.
right or remedy of the Company under the Contract is without prejudice to any
other right or remedy of the Company whether under the Contract or not.
any provision of the Contract is found by any court, tribunal or administrative
body of competent jurisdiction to be wholly or partly illegal, invalid, void,
voidable, unenforceable or unreasonable it shall to the extent of such
illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the
Contract and the remainder of such provision shall continue in full force and
or delay by the Company in enforcing or partially enforcing any provision of
the Contract will not be construed as a waiver of any of its rights under the
waiver by the Company of any breach of, or any default under, any provision of
the Contract by the Customer will not be deemed a waiver of any subsequent
breach or default and will in no way affect the other terms of the Contract.
parties to this Contract do not intend that any term of this Contract will be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person that is not a party to it.
formation, existence, construction, performance, validity and all aspects of
the Contract shall be governed by English law and the parties submit to the
exclusive jurisdiction of the English courts.
communications between the parties about this Contract must be in writing and
delivered by hand or sent by pre-paid first class post or sent by facsimile
case of communications to the Company) to the Postal Address or such changed
address as shall be notified to the Customer by the Company; or
the case of the communications to the Customer) to the registered office of the
addressee (if it is a company) or (in any other case) to any address of the
Customer set out in any document which forms part of this Contract or such
other address as shall be notified to the Company by the Customer.
18.2 Communications shall be deemed to have
sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and
bank and public holidays) after posting (exclusive of the day of posting);
delivered by hand, on the day of delivery;
sent by facsimile transmission on a working day prior to 4.00 pm, at the time
of transmission and otherwise on the next working day.
PROTECTION ACT 1998
Companymay transfer information
about you to the Company's financiers, who:
may use, analyse
and assess information about you, including the nature of your transactions,
and exchange such information with other members of their group of companies
and others for credit or financial assessment, market research, statistical
analysis, insurance claim, underwriting and training purposes and in making
payments and servicing their agreement
from time to
time, may make searches of your record at credit reference agencies where your
record with such agencies may include searches made and information given by
other businesses; details of their searches will be kept by such agencies but
will not be seen by other organisations that may make searches ;
information about you and your indebtedness to the following:
(i) our or their insurers for underwriting and
any guarantor or indemnifier of your or our obligations to enable them assess
their bankers or any advisers acting on their behalf ;
any business to whom your indebtedness or our arrangements with our
financiers may be transferred – to
facilitate such transfer;
and/or record any phone calls you may have with them, for training and/or
in the event that
they transfer all or any of their rights and obligations under their agreement
with us to a third party, may transfer information about you to enable the
third party to enforce their rights or comply with the obligations.
19.2 We will provide you with details of our
financiers on request, including a contact telephone number if you want to have
details of the credit reference agencies and other third parties referred to
above from whom they obtain and to whom they may give information about you..
You also have a right to receive a copy of certain information they hold about
you if you apply to them in writing. However a fee will be payable.