“The Company" is Columna Protection Ltd
1. BASIS FOR SALE
I. All goods sold by The Company are sold subject to these conditions and these conditions shall be the sole terms and conditions of any sale by The Company to the Customer. Terms and conditions on the Customer’s order form or other document or otherwise shall not be binding on The Company. Amendments, variations or additions to the Contract are binding only if confirmed in writing by The Company.
2. ORDERS AND SPECIFICATIONS
I. Upon receipt of the Customer’s order The Company will confirm price, quantities and estimated delivery date.
II. Orders are accepted by The Company subject to the availability of goods for delivery.
III. All drawings, photographs, illustrations, performance data, dimensions, weights and other technical information and particulars of the goods are given by The Company in the belief that they are as accurate as reasonably possible but are not to be treated as binding or forming part of the Contract. The Company reserves the right to alter the design and specifications of the goods at any time without notice.
IV. A quotation for the Goods given by The Company shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue
V. The Customer shall indemnify The Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by The Company in connection with any claim made against The Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with The Company’s use of the Specification.
3. Price and payment
3.1 The price of the Goods shall be the price set out in the Order.
3.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
3.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from The Company, pay to The Company, such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
3.4 The Company, may invoice the Customer for the Goods on or at any time after the release of goods to the Customer.
3.5 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by The Company. Time of payment is of the essence.
3.6 If the Customer fails to make any payment due to The Company, under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC's base lending rate from time to time. Such interest shall accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
3.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set off or counterclaim against The Company, to justify with holding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by The Company, to the Customer.
3.8 Prices may be increased where there are increases in the materials prices, or other charges of The Company.
4. DELIVERY
4.1a. The Company shall ensure that: (a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any)
4.1b. If The Company requires The Customer to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as The Company shall reasonably request. Returns of packaging materials shall be at The Company's expense.
4.2. Any dates stated for dispatch or delivery of the goods are approximate only and The Company accepts no liability for loss or damage, either direct, indirect or consequential, resulting from such delay or failure to deliver the goods for any reason.
4.3. Any delay in delivering the goods that is caused by a Force Majeure event or the Customer's failure to provide The Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods shall not give any rise to a right by the Customer to treat the Contract as repudiated or to reject the goods.
4.4. If the Customer refuses or fails to take delivery of the goods at the time stated for delivery The Customer shall in addition pay all costs and expenses of such storage and any additional costs of carriage incurred.
4.5. The Customer shall inspect the goods on delivery and shall notify The Company in writing within 24 hours of any shortages or any damage in transit.
4.6. The Company will not consider any claims made by the Customer in respect of shortages or damage in transit unless these conditions are observed.
5. RISK AND TITLE
5.1. The risk of loss and damage to the goods shall pass to the Customer immediately upon delivery.
II. Until The Company has been paid in full for all the goods supplied to the Customer, The Company under this Contract, or any other between them and for all other sums due, The Company shall retain legal and beneficial title to the goods which the Customer shall hold as bailie and fiduciary for The Company.
III. Nothing in this clause shall prevent The Company from suing for the price when due.
6. WARRANTIES AND LIABILITY
I. The Company warrants that, insofar as they have been manufactured by The Company, the goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of one (1) month from the date of delivery. The Company will at its option repair or replace free of charge, such part of the goods which its examination confirms are defective provided:
II. The defect was notified to The Company within 24 hours from the date of delivery, or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure and in any event within (1) month of delivery.
III. The defects are not caused by fair wear and tear, neglect, misuse or improper adjustment.
IV. The Customer has used the goods strictly in accordance with any instructions or recommendations of The Company.
V. In no circumstance shall the Customer be entitled to reject the goods, delay acceptance or refuse payment of the price.
VI. Except as expressly provided for in these conditions, all warranties and conditions expressed, implied, statutory or otherwise as to quality or fitness of any of the goods for any particular purpose or of any other kind except as to title are hereby excluded.
VII. Except in respect of death or personal injury caused by The Company’s negligence, or by the goods being defective and in respect of loss or damage to private property caused by the goods being defective.
VIII The Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct, indirect or consequential loss or damage (whether for loss or profit or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by The Company its employees or agents or otherwise) which arise out or in connection with the supply of the goods to their use or resale by the Customer, except as expressly provided in these conditions.
7. GOVERNING LAW
I. The construction, validity and performance of the Contract shall be governed by English Law and the parties shall accept the jurisdiction of the English courts.