Carlex Limited Terms and Conditions of Sale
- Definitions.
1.1 In these conditions (unless the context otherwise requires):
- a) “Buyer” means the person, firm or company with whom the contract is made;
- b) “Company” means Carlex Limited;
- c) “Company’s Premises” means the Company’s Premises at Unit 19 Rivington Court, Hardwick Grange, Woolston, Warrington, Cheshire, WA1 4RT.
- d) “Contract” means the contract between the Buyer and Carlex Limited for the sale and purchase of Goods;
- e) “Goods” means the goods (or any instalment or part of them) to be supplied pursuant to the Contact.
1.2 Words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa.
1.3 The headings in these conditions are intended for reference only and shall not affect their construction.
- General
2.1 These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form or contract or other communication sent by the Buyer to Carlex Limited and the provisions of these conditions shall prevail unless varied in writing and signed by a director on behalf of Carlex Limited.
2.2 Any concession made or latitude allowed by Carlex Limited to the Buyer shall not affect the strict rights of Carlex Limited under the Contract.
2.3 If in any particular case any of these conditions shall be held invalid or shall not apply to the Contact the other conditions shall continue in full force and effect.
- Orders
3.1 In spite of the fact that Carlex Limited may have given a detailed quotation no order shall be binding on Carlex Limited unless and until it has been accepted in writing by the company.
3.2 No liability for errors by the Buyer in pursuance of the Contract will attach to Carlex Limited.
- Prices
4.1 Unless otherwise agreed by Carlex Limited in writing:
- a) The price payable for Goods (or an instalment thereof) shall be the list of Carlex Limited current at the date the Goods (or an instalment thereof) are made available for collection or are dispatched (as appropriate);
- b) Carlex Limited prices are subject to adjustment to take account of any variation in Carlex Limited costs including (but not limited to) variations in wages, the cost of materials, exchange rate fluctuations, alteration of duties and other costs since the date of Carlex Limited quotation or (if no quotation is issued) the Buyer’s order. Carlex Limited accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if the price set therein were the original contract price.
4.2 All prices are exclusive of value added tax and any cheque guarantee or credit charge surcharges (calculated in accordance with condition 7.2 below) and these will be charged by Carlex Limited and will be payable by the Buyer at the appropriate rate.
- Additional Costs
5.1 The Buyer shall indemnify Carlex Limited in respect of any loss, cost or expense incurred by Carlex Limited as a result, directly or indirectly, of the Buyer’s instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or default on the part of the Buyer, its servants, agents or employees.
- Intellectual Property
6.1 The Buyer shall indemnify Carlex Limited against all costs, claims, losses, expenses and damages incurred by Carlex Limited or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trademarks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of the Goods if made to the specification or special requirements of the Buyer.
- Terms Of Payment
7.1 Unless Carlex Limited otherwise agrees in writing, the Buyer shall pay for the Goods including, where Carlex Limited agrees to arrange the delivery of the Goods, the cost of carriage in cash cleared funds upon placing an order.
7.2 If Carlex Limited accepts payment by credit card or a cheque which requires guarantee by a third party, an additional surcharge at a rate displayed on the premises and in relevant advertisements shall be payable by the Buyer. The Buyer is liable for and shall pay any charges involved in the transfer of funds (i.e. BACS, T/T etc).
7.3 If the Goods are dispatched in instalments Carlex Limited shall be entitled to invoice each instalment as and when the instalment is made available for collection and payment shall be due in respect of each instalment when such instalment has been made available for collection notwithstanding other instalments are not yet available for collection or other default on the part of Carlex Limited.
7.4 The price of the Goods shall be due in full to Carlex Limited in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
7.5 Without prejudice to any other rights it may have Carlex Limited is entitled (both before and after judgment) to charge interest at a rate equal to the interest rate payable on court judgments on overdue payments of the price of the Goods or the price of any instalments thereof.
7.6 Where a credit account has been agreed by Carlex Limited invoices must be paid within 30 days from date of invoice.
- Dispatch
8.1 Unless otherwise agreed by Carlex Limited in writing the Goods will be supplied from Carlex Limited’s premises and the price of the Goods is exclusive of carriage packing and insurance to the Buyer’s premises.
8.2 Carlex Limited will at the Buyer’s request and for the account of the Buyer arrange the carriage of the Goods to a destination in the United Kingdom specified by the Buyer but Carlex Limited shall not be liable in negligence or otherwise for any act omission or default of Carlex Limited or the carrier of such Goods.
8.3 Where the Goods are supplied for export from the United Kingdom, the Buyer shall be responsible for ensuring the compliance with any legislation or regulations governing the importation of the Goods into the Country of destination, and into any country through which the Goods are transported, and for the payment of any duties on or in respect of importation or transportation of the Goods. The Buyer is responsible for supplying satisfactory proof of export as required by current legislation.
8.4 All times, dates or periods given for delivery or collection of the Goods are given in good faith but without responsibility on the part of Carlex Limited.
8.5 Any time specified for the delivery or collection of the Goods shall not be the essence of the Contract.
8.6 Any period for delivery or collection shall be calculated from the time of Carlex Limited acceptance of the Buyer’s order or from Carlex Limited receipt of all information necessary to enable Carlex Limited to manufacture or procure the manufacture of the Goods (whichever shall be the later).
8.7 Where the Goods are handed to a carrier for carriage to the Buyer or to a United Kingdom port for export any such carrier shall be deemed to be an agent of Carlex Limited and not of the Buyer for the purposes of sections 44, 45, 46 of the Sales of Goods Act 1979.
8.8 The Buyer agrees that section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by Carlex. Limited
8.9 No liability (whether in contract or for negligence or otherwise howsoever) for loss or damage to the Goods occurring prior to the Goods being available for collection or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the Goods) will attach to Carlex Limited unless claims to that effect are notified in writing by the Buyer to Carlex Limited within 48 hours of delivery or the Goods being made available for collection for loss, damage, defect or noncompliance with the Contract.
8.10 In the event of a valid claim for defect, loss, damage, or non-compliance with the Contract, Carlex Limited undertakes as its option either to reprocess or replace the items concerned at its expense but shall not be under any further or other liability in connection with such loss, damage or non-compliance.
8.11 If the Buyer shall fail to give notice in accordance with condition 8.9 above the Goods concerned shall be deemed to be in all respect in accordance with the Contract and without
prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of loss, damage, defect or non-compliance shall (saveas set out in Condition 12 below) thereafter be wholly barred.
8.12 If for any reason the Buyer is unable to collect or accept delivery of the Goods at the time when the goods are due and ready for collection or delivery Carlex Limited may at its sole discretion without prejudice to its other rights and for such periods as Carlex Limited may determine store the Goods at the Buyer’s risk and take all reasonable steps to safeguard and insure them at the Buyer’s cost, provided that the Buyer shall be immediately informed thereof. Carlex Limited can charge an Administration / Re-Stocking charge for goods not collected or refused delivery by the Buyer or his Agent.
- Returns and RMA’s
9.1 New Product.
For new product, manufacturers’ warranty will apply. This is usually 3 months. Carlex will manage and process warranty returns according to the manufacturers’ instructions. Returns must be in accordance with our RMA procedures.
9.2 Refurbished product.
Carlex Limited offer 30 days warranty from date of shipment. All returns must be in accordance with our RMA procedures. In certain circumstances or by separate written agreement, extended warranty terms may be negotiated on some products. Any agreed extended warranty periods must be agreed in writing by a Director of the company and subject to review every 6 months.
9.3 Carlex Limited reserves the right to withdraw extended warranty terms at any time if payment terms are not met.
9,4 Any credits raised against extended warranty (over 30 days) returns, must be used against future orders and utilised within 3 months of issue. (No refunds will be given)
9.5 In all cases, (both new and refurbished product returns), Carlex reserves the right to replace the part / items. Credits (either full or partial) will only be raised where Carlex are unable to supply a replacement (No refunds will be given)
9.6 Advance replacements for products reported as faulty can only be shipped immediately as a separately billed order. When the item has been returned and providing the return is accepted, the original invoice will be credited. If no fault found there is a minimum restocking fee of 25% for the part only. Any delivery charges remain payable in full. If the original goods are returned later than 1 month following dispatch, we reserve the right not to accept goods back into our stock and the invoice for both shipments will be payable in full.
9.7 It is the responsibility of the client to return goods at their own expense including insurance to cover any potential transit damage.
9.8 RMA numbers are issued only after the client has supplied the serial number(s), Carlex warranty numbers and a brief description of the failure of the part to be returned. In some circumstances, we may ask you to provide photographic evidence prior to an RMA being issued.
9.9 Carlex are unable to accept the return of goods without prior written consent. We reserve the right to reject items returned without a valid RMA number.
9.10 RMA numbers must be clearly stated on the OUTSIDE of the packaging
9.11 Packaging. Clients must ensure that the packaging is either the original packaging or equivalent suitable packaging to ensure no damage to the part(s).
9.12 Transport. All returns are at client expense. We may allow our carriers to be used in certain circumstances, but should the client request to use our accounts they agree to accept the charges plus 20% handling fee irrespective of whether the RMA is processed / accepted once the goods have been inspected.
9.13 Where fault is found to be as a result of a software installation not supplied by Carlex, the RMA will be rejected, and the item must be paid for in full
9.14 Any item reported as faulty and where there is no fault found by us, the RMA will be rejected, and the item(s) will be payable in full. Carlex may, in certain circumstances, accept goods back into stock for a minimum restocking fee of 25%. In these circumstances, a credit note will be raised for 75% of the part only. This credit may be used against future orders only (no refund will be issued where goods have been paid for), and the credit must be used within 3 months of issue. After this date, the available credit will be removed from the account
9.15 Unused or unwanted parts must be notified to us within 7 days of delivery. In these circumstances, a credit note will be raised for 75% of the part only. This credit may be used against future orders only (no refund will be issued where goods have been paid for), and the credit must be used within 3 months of issue. After this date, the available credit will be removed from the account.
9.16 RMA numbers are valid for 7 days from the date of issue. If the goods have not been returned to us within this timescale, then the parts are deemed to have been accepted and must be paid for in full.
9.17 Any goods found to be DOA; damaged; missing or are the wrong specification must be reported within 48 hours of receipt of goods.
- Passing Of Title And Risk
10.1 From the time the Goods are dispatched from or made ready for collection at Carlex Limited premises the Goods shall be at the Buyer’s risk who shall be solely responsible for their custody and maintenance unless otherwise agreed in writing by Carlex Limited, but the Goods shall remain the property of Carlex Limited until all payments to be made by the Buyer under the Contract and any other contract between Carlex Limited and the Buyer and on any other account whatsoever have been made in full and unconditionally. Whilst Carlex Limited ownership continues the Buyer shall keep the Goods labelled as belonging to Carlex Limited and separate and identifiable from all other goods in its possession as bailee for Carlex Limited.
10.2 In the event of failure to pay the price in accordance with the Contract, Carlex Limited shall have power to re-sell the Goods, such power being additional (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose Carlex Limited and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods.
- Conditions And Warranties
11.1 The Contract shall not constitute a sale by sample, i.e. Goods are not supplied on a trial basis.
11.2 Any conditions or warranties (whether expressed or implied by statute or common law arising from conduct or a previous cause of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to Carlex Limited) or as to the correspondence of the Goods with any description or sample are hereby expressly negatived.
- Defective Goods
12.1 Unless the Goods concerned are second-hand, in substitution for all rights which the Buyer would or might have but for these conditions Carlex Limited undertake that if within 7 days from the date of Carlex Limited invoice a defect in materials or workmanship appears in Goods supplied by Carlex Limited, and provided that the Goods are returned to Carlex Limited within 7 days from the date of Carlex Limited invoice, it will at the Buyer’s request replace the defective item (as presented
on Carlex Limited invoice) in the United Kingdom or issue credit note for the purchase price of the defective item (no refund will be given).
12.2 The warranty provided in Condition 12.1 above shall not apply when the Goods or any part of them are second-hand, have not been operated in ordinary use and/or in accordance with the manufacturer’s or Carlex Limited instructions, if any serial number has removed, defaced or altered in any way or any “Void If Peeled” sticker has been tampered with.
12.3 Damage caused to any returned Goods which is due to faulty packaging is the responsibility of the Buyer.
12.4 Nothing herein shall impose any liability upon Carlex Limited in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its servants or agents including in particular (but without prejudice to the generality of the foregoing) any failure to comply with any recommendations of Carlex Limited or manufacturer as to the storage, handling and use of the Goods.
12.5 Nothing herein shall have the effect of excluding or restricting the liability of Carlex Limited for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute.
- Consequential Loss
13.1 Carlex Limited shall not be liable for any costs, claims, damages or expenses arising out of any act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production of accruals or loss of such profits, income, product or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
- Limitation Of Liability
14.1 The aggregate liability of Carlex Limited (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods.
- Representations
15.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of Carlex Limited’s agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.
- Force Majeure
16.1 Carlex Limited shall be entitled to delay or cancel the performance of its obligations under the Contract and these conditions if and to the extent that it is prevented from or hindered in or delayed
in manufacturing, obtaining, delivering or making available for collection the Goods by normal or means of delivery through any circumstances beyond its control including (but not limited to) strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.
16.2 By placing an order and receiving an order, you have agreed with Carlex Limited terms & conditions which supersedes any other contracts or agreements what may be in place
Carlex Limited Terms & Conditions are final.