Contracts, Quotations and Variations

1.1
These conditions shall be incorporated in all contracts for the supply of goods by the Company to the exclusion of any terms or conditions referred to by the customer and the customer's order shall be treated as an offer to purchase the goods referred to in the order (or, as the case may be. where the Company acknowledges an order given by the customer on terms other than those stated in these conditions then such acknowledgement shall be treated as an offer to supply such goods) in accordance with these conditions. Acceptance of the delivery of the goods by or on behalf of the customer shall in any event be conclusive evidence of the customer's acceptance of these conditions.

1.2
Unless otherwise agreed in writing by the Company each contract supersedes all previous oral or written communications between the Company and the customer not expressly referred to in any order acknowledgement given by the Company and no amendment of any contract shall bind the Company unless confirmed by it in writing.

1.3
Quotations by the Company may be withdrawn at any time and in any event shall be deemed to have been withdrawn after 14 days from the date at the quotation or other period therein stated unless within that period the customer's order in respect thereof has been accepted in writing by the Company.

1.4
It is the responsibility of the customer to check the terms of any quotation or order acknowledgement given by the Company.

Prices and Payment

2.1
The Company's prices exclude VAT and unless otherwise stated are those in its price lists in force at the date of dispatch of the goods exclusive of carriage and insurance. The Company shall be entitled to vary its price lists at any time and in addition the Company reserves the right at its discretion to adjust any prices quoted by it for any costs incurred by the Company after the date of the Company's quotation as a result of (a) alterations in design specifications, quantities or production, delivery or performance schedules or suspension of work requested by the customer, (b) any inaccuracy at or delay in the supply by or on behalf of the customer of any instructions, data or other matter supplied or to be supplied by or on behalf of the customer or any defects therein or non-conformity to their specifications or drawings (whether or not apparent on Inspection), or (c) any other fluctuations In the cost at materials, equipment, labour, transport or utilities, arising from whatsoever cause.

2.2
All amounts due to the company unless otherwise stated shall be paid in pounds sterling (including VAT)on or within 30 days following the date of Invoice without any set-off or other deduction whatsoever.

2.3
Without prejudice to any other rights of the Company, if the invoice is not paid in full by the due date interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgment) on a daily basis at the rate of Five (5) points over the Royal Bank Of Scotland base rate from time to time in force together with any charges
and expenses including legal fees and administration costs) incurred by the Company in collecting payment.

2.4
Without prejudice to any other of its rights and notwithstanding any other agreement or arrangement with the customer, the Company shall be entitled by giving written notice to the customer at any time to require the customer to tender the price of the goods in a manner satisfactory to the Company and to refrain from delivering the goods until the price has been so tendered.

2.5
If the customer falls to make any payment when and as due or there occurs any of the other events referred to in paragraph (a) at condition 10.1 or the customer exceeds any financial limit upon the customer's account (if any) from time to time agreed in writing by the Company then in any of such events the price of all such goods as have been delivered to or manufactured for any order from the customer shall forthwith thereupon become immediately due and payable.

Delivery

3.1
Goods shall be delivered and risk in them shall pass to the customer when they are made available at the Company's premises or other delivery point agreed in writing by the Company but in no circumstances shall the Company have any liability in respect of any loss or damage to any goods which may have occurred after loading onto the customer's vehicle or a vehicle nominated by the customer.

3.2
Times quoted for delivery are subject to the supply of all instructions or other details required from the customer. The Company shall endeavour to meet such delivery times but shall not be liable for any loss, damage or expense of whatever kind arising from any delay or failure from whatever cause nor shall such delay or failure entitle the customer to refuse to except any delivery or repudiate the contract.

3.3
If the customer fails to take delivery of any goods on the due date or provide adequate delivery instructions the Company may store the goods at the risk of the customer who shall pay all storage, transportation, handling or other charges incurred by the Company as a result of such failure and the Company shall be entitled to payment as though delivery had taken place.

3.4
Where with the Company's agreement the price of the goods includes carriage the Company may determine the form of transport of the goods and charge extra for any special arrangements requested by the customer.

3.5
The Company may deliver the goods by instalments and each instalment shall be deemed the subject of a separate contract. No failure by the Company in anyone or more instalments shall entitle the customer to repudiate any contract for goods previously delivered or to refuse to accept any undelivered goods.

3.6
Where the Company delivers less than the quantity of any goods ordered it may invoice the customer at the contract rate for the goods actually dispatched which shall be accepted by the customer in full satisfaction of the contract.

Title

4.1
Notwithstanding the earlier passing of risk in accordance with these conditions, title in goods shall remain with the Company and not pass to the customer (who shall, nevertheless, subject to the conditions stated below, be entitled to resell them as principal only, in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the goods and of all other debts then or subsequently owed to it by the customer on any account.

4.2 Until title passes:

4.2.1
The customer shall hold the goods as bailee for the Company and ensure that the goods are at all times maintained in the condition in which they were delivered and clearly identified as the property at the Company who shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the goods although title in them has not passed to the customer; and

4.2.2
The Company shall be entitled at any time on demand to:
(a) repossess, remove from other goods (Without being liable for any damage thereby occasioned) and sell all or any at the goods and thereby terminate (without any liability to the customer) the customer's right to sell them, and
(b) enter any premises where the goods are stored for the purpose of inspecting or
repossessing them.

4.3
Until the Company has been paid in full for the goods any proceeds 01sale or insurance from them (or the amount due to the Company, if less) shall, together with the customer's rights against its purchasers be held on trust for the Company and, if the Company so requests in writing, the customer shall immediately pay such proceeds to a separate bank account and assign such rights to the Company.

4.4
The Company transfers to the customer only such title and rights of use as the Company has in any goods and in the case at material purchased from a third party shall transfer only such title and rights as that party had and has transferred to the Company.

Warranty

5.1
The Company will in its discretion replace within a reasonable period at the original point of delivery, repair or allow the customer credit tor the invoice value (or proportionate part thereof) of any goods which the Customer proves were at the time of delivery missing, lost, damaged, not in accordance with their contract description or defective in materials or workmanship or, In the case of goods alleged to be defective which are not of the Company's manufacture and in lieu of any liability on the part of the Company therefore , assign to the customer (so far as the Company is able to do so) any warranties given by the manufacturer of the goods.

5.2 Claims by the Customer will be considered only if:

5.2.1
Reported promptly and in any event in the case of missing lost or damaged goods or goods not in accordance with their description within twenty-four (24) hours of receipt and

5.2.2
Confirmed by the Customer giving written notice of the claim to the Company with such particulars as the Company reasonably requires
(a) In the case of missing lost or damaged goods or goods not in accordance with their description. within three (3) days from the date of receipt of the goods,
(b) In the case of alleged loss of a whole consignment within seven (7) days from the date of the
Company's invoice, or
(c) In the case of goods alleged to be defective within twenty-eight (28) days from the date of receipt of the goods;

5.2.3
In the case of missing, lost or damaged goods the price of which includes carriage, the discrepancy is also notified to any carrier in accordance with the carrier's claims procedure;

5.2.4
The Customer has afforded the Company reasonable opportunity and facilities for the investigation of the claim and complied with any request by the Company for the return of any goods for examination, properly packaged, the cost of carriage and insurance to be borne by the customer but reimbursed if the claim is accepted;

5.2.5
The customer has paid the full amount of all invoices due prior to the date of the claim.

5.3 The Company shall have no liability for any detects in any goods which:

5.3.1
Arise after any use of the goods has begun or result from accident or from improper storage or handling of or modification or alteration to the goods by the customer or a third party;

5.3.2
Appear after the claims period applicable to the original goods has expired;

5.3.3
Result from any inaccurate or incomplete information or details supplied by the customer.

Extent of Liability

6.1
Unless otherwise agreed by the Company in writing these conditions and any order
acknowledgement given by the Company state the total liability of the Company in connection with any goods supplied by it whether arising in contract, (negligence) or otherwise howsoever, except only to the extent that such liability may not, by statute, be excluded and, in particular the Company does not exclude liability for personal injury resulting from its negligence. In particular the Company unless otherwise agreed by It In writing shall in no circumstances have any liability for the quality or fitness for any purpose of any goods, except as stated in these conditions or in any such order acknowledgement, or for any indirect or consequential loss suffered by the customer under or in connection with any contract, including but not limited to wasted time or expenditure, loss of profits, production, business revenue or goodwill or any claim against the customer by any person.

6.2
The Company shall be discharged of all liability to which these conditions apply unless proceedings are begun within twelve months after the customer became aware (or should reasonably have become aware) of the facts giving rise to such liability.

6.3
The Company's liability in connection with any goods shall in no circumstances exceed the invoice price payable for them.

6.4
Where the Company is liable under these conditions in respect of only some of any goods forming the subject matter of any contract the contract shall remain in full force and effect in respect of the remaining goods and the customer shall not reject or refuse to pay for them.

Design Modifications and Technical Matters

7.1
The Company, unless otherwise agreed by it in writing, reserves the right at any time without notice to vary the particulars of any specification or description of any goods (and to supply goods in accordance with any such specifications or descriptions, as varied, in satisfaction of any contract) and to discontinue the manufacture or supply of any goods.

7.2
Any descriptions or particulars contained in the Company's leaflets price lists or other material are intended merely to present a general idea of the goods described in them and shall not form part of any contract.

7.3
The Company shall have no liability under these conditions in respect of any advice, opinion or information furnished by the Company, its employees or agents unless given in writing in response to a written request by the customer.

7.4
Tolerances as to flatness and dimensions shall be in accordance with the British laminated Plastics Fabricators' Association Limited Code of Practice (as current at the date of dispatch of the goods) where the specifications of the laminate and core material permit. No warranty or assurance is given as to consistency of colour and pattern.

Infringements

8
The Customer shall indemnify and hold harmless the Company against any infringement or alleged infringement of the rights of any third party claim under or in relation to any patent, registered design, trade mark, copyright or breach of confidence which arises for whatever reason from the Company's use of any design or instruction provided by the customer, and against all losses, damages, liabilities, costs and expenses associated with any such claim.

Force Majeure

9
The Company shall not be liable for any delay or other failure to perform the whole or any part of the contract resulting from any cause whatsoever beyond the Company's control existing at the date of the order or arising thereafter including but not limited to fire, explosion, breakdown or failure of plant or machinery, lack or failure of transportation facilities, supply of labour, materials, power or supplies, strike, lockout or labour dispute (Whether or not at the Company's works) terrorist attack , illness, epidemic, flood, drought, war, civil commotion, or restriction of any authority or governmental agency.

General

10.1
If (a) the customer (i) tails to make any payment when and as due or otherwise defaults in any of its obligations under the contract or any other agreement with the Company, (ii) has a receiver, manager, administrator, administrative receiver or trustee in bankruptcy appointed for all or any part of its assets (iii) is the subject at any bankruptcy order or has any order made or resolution passed for Its winding up, whether compulsorily or voluntarily, or is dissolved (iv) compounds with its creditors or (v) suffers in consequence of debt any action similar to any of the foregoing or (b) the Company bona fide believes that any of the foregoing matters may occur, then, in any such event, the Company shall, without prejudice to any other remedy, be entitled, at its discretion, by giving the customer written notice at any time, to forthwith suspend its performance of or terminate such contract.

10.2
All items including patterns, drawings, designs or other data (whether or not patented or patentable) prepared or used by the Company for any contract and all rights (including copyright and any design rights) therein shall be and remain the Company's property and the customer shall not copy or reproduce or allow others to copy or reproduce such items or any goods or parts supplied by the Company.
10.3
The customer shall treat each contract and all information which it acquires thereunder as confidential and shall not make any unauthorised use or disclosure thereof except to the extent the same is or becomes part of the public domain otherwise than in breach hereof.

10.4
The acceptance of any cancellation requested by the customer shall be at the Company's discretion and take effect only when written confirmation of such acceptance has been given by the Company-which reserves the right to charge for any costs or expenses which it incurs in connection with any such cancellation.

10.5
Any goods replaced by the Company shall become the Company's property and shall not be sold or, except in accordance with the Company's written instructions, disposed of by the customer.

10.6
The Company may at its discretion sub-contract all or any of its obligations to any person whose skills, in the Company's opinion, complement those of the Company but the contract shall not be assigned by the customer without the Company's prior written consent.

10.7
The Company shall have a lien on any undelivered goods in the Company's possession for all sums due at any time from the customer on any account and shall be entitled to sell or dispose of the same as agent for and at the expense at the customer and apply the proceeds in and towards the payment of such sums on 28 days written notice to the customer.

Notices

11.
Any notice to be given in writing may be sent by email , fax or forwarded by first class pre-paid letter post to the receiving party at it's business address as last notified in writing to the other party and shall be deemed to have been given on the date of the email or fax (if receipt is confirmed) or on the working day.

Registered Office:
Crawford Integrated Systems Ltd
Scottish Office – Production Facility
78 - 79 Lomond Street
Possilpark Trading Estate
Glasgow
G22 6JJ
P 0141 347 2200
E This email address is being protected from spambots. You need JavaScript enabled to view it.
Registered in Scotland, Company No. SC 342246