In these Conditions of Sale
“the Seller” means Crossling Limited
“Order” means any order placed by the Buyer
Means any quotation or terms given by the seller
All such quotations or terms shall be deemed to
incorporate these conditions which shall be deemed to
have been accepted by the Buyer as governing all
agreements from time to time entered into between the
Seller and the Buyer which provides for the sale of any
goods by the Seller to the Buyer and the performance of any
services by the Seller for the Buyer
means the person firm or company
named as the Buyer in an Order
means the goods which are the subject of an Order
means any services which are subject of an Order
"the Agreement for Sale"
means the agreements, warranties, conditions,
representations and other terms set out in these conditions.
2. The Agreement
2.1 These Conditions shall be deemed to be incorporated in
all agreements from time to time entered into between the
Seller and the Buyer which provide fro the sale of any goods
and the performance of any services by the Seller to the
Buyer. Acceptance of the Goods by the Buyer shall be
Conclusive evidence before any court of law or arbitrator
that these conditions apply.
2.2 The Agreement for Sale represents the
complete agreement between the Seller and the Buyer with
regard to the Goods and Services and contains all
agreements, warranties, conditions, representations and
other terms agreed, made or relied upon by either party in
connection with the Goods and Services. No amendment or
addition to the Agreement for Sale shall be binding on the
Seller unless agreed in writing by the Seller.
2.3 The Seller's catalogues, price lists and quotations do
not constitute offers made by the Seller and consequently
any Order of the Buyer shall constitute an offer only and
shall be subject to acceptance by the Seller. No Offer,
obligation or agreement relating to the sale of Goods and
Services is binding on the Seller unless set out in the
Agreement for Sale or an amendment or addition thereto
duly agreed in writing by the Seller.
2.4 Every Order must specify its date, a reference and,
where applicable, an address for delivery.
3.1 The prices for the Goods and Services exclusive of
VAT shall be as given in the Quotation, except as
otherwise provided for herein.
3.2 The Seller reserves the right to increase the price of
the Goods and Services if on or before the despatch date
there is either any increase in the Seller's general price list
in respect of the same or similar descriptions of Goods or
any increase in the Seller's costs of new materials, labour
or services or any currency fluctuations affecting the cost of
3.3 The Seller reserves the right to make additional charges
in respect of: -
(a) the costs of carriage, storage, insurance or other
(b) any other matter incurred by the Seller in
accordance with the Buyer's Order or otherwise at the
4. Payment Terms
4.1 Except as otherwise specified in the Quotation or
this Condition payment for the Goods and Services shall be
due in full in pounds sterling at the latest within thirty days of
the end of the month in which the Goods are delivered
4.2 time for payment shall be of the essence.
4.3 In the event of any payments becoming overdue the
Seller shall be entitled to charge interest at the rate of two
and a half per cent per annum above the base rate from
time to time of Lloyds Bank Plc accruing daily.
4.4 In the event of any payments not being made when due
or if the Seller at its discretion at any time considers
the financial circumstances of the Buyer have ceased to
justify the terms allowed, the Seller reserves the right to
suspend further work and deliveries to cancel allowance of
further credit to demand security for payment before
continuing work on or delivering any Goods or performing
any Services and to appropriate any payment made by
the Buyer to such of the Goods (or the goods supplied
under any other contract between the Buyer and the Seller)
as the Seller may think fit notwithstanding any
purported appropriation by the Buyer.
4.5 Until payments due from the Buyer to the Seller for
the Goods and Services are made, the Seller shall have
a general lien in respect of all property of the Buyer in the
4.6 The Buyer shall not be entitled to withhold payment from
the Seller in respect of any sums for any Goods or
Services for which payment shall be due notwithstanding
any claims (howsoever and whensoever arising) by the
Buyer against the Seller.
5. Delivery and Risk
5.1 Signature by the Buyer or the Buyer's representative or
the Seller's delivery documentation shall constitute delivery
thereof to the Buyer, and thereafter, such Goods shall be at
the Buyer's risk.
5.2 Any period or date for delivery stated in the Agreement
for Sale or elsewhere is the Seller's estimate when stated but
is not a contractual commitment. Time for delivery shall not
be of the essence.
5.3 The Seller may make delivery by instalments. Goods
included in each delivery or part delivery shall be deemed to
be sold under a separate contract. Neither failure on the
Seller's part to make any delivery or part delivery in
accordance with the Agreement for Sale nor any claim by
the Buyer in respect of such delivery or part delivery shall
entitle the Buyer to reject the balance of the Goods agreed
to be purchased by the Buyer. For the avoidance of doubt no
cancellation of an Order or part of an order shall be
permitted for whatever reason without the express written
consent of a duly authorised representative of the Seller.
5.4 The Seller reserves the right to despatch and bill for a
quantity of Goods reasonably greater or reasonably less
than the exact quantity.
5.5 In respect of sales in which delivery is made by the Seller
or the Seller's carrier the Seller shall repair or replace free of
charge any Goods provde to the Seller's satisfaction to have
been lost or damaged in trasnit provided that both the Seller
and the Seller's carrier (if any) receive written notification of
damage within three working days of delivery or of loss in
transit within five working days from date of despatch. After
such period, the Seller shall not be liable in respect of any
such loss or damage.
5.6 Goods may not be returned without the Seller's written
agreement. Goods so returned must be consigned carriage
paid by the Buyer and accompanied by a packing note
stating the Seller's delivery note number. In some instances
a re-stocking charge may be made to the Buyer. Any further
terms to which the return of the Goods shall be subject shall
be within the absolute discretion of the Seller.
6. Passing of Property
6.1 The Buyer ackowledges that before entering into the
agreement for sale he has expressly represented and
warranted that he is not insolvent and has not committed
any act of bankruptcy, or being a company with limited or
unlimited liability, knows of no circumstances which would
entitle any debenture holder or secured creditor to appoint
a receiver, to petition for winding up of the company or
apply for the appointment of an administrator or exercise
any other rights over or against the company's assets.
6.2 The Agreement for Sale shall constitute an agreement to
sell the Goods and not a sale of them and no title to the
Goods shall pass to the Buyer by reason of delivery or
acceptance of the same.
6.3 The Seller shall remain the sole and absolute owner of
the Goods until such time as the agreed price of the Goods
and all other monies due or owing from the Buyer to the
Seller have been to the Seller by the Buyer and until
such time the Buyer shall keep the Goods separate from
those of the Buyer and third parties and properly sotred an
indentified as the Seller's property. Provided always that in
accordance with clause 5 the Goods shall be at the risk of
the Buyer as soon as they are delivery by the Seller in
accordance with clause 5. In any case where the Goods are
deliver by instalments, the provisions of this clause 6 shall
apply separately to each separate delivery of the Goods.
6.4 The Buyer's right to possession of the Goods shall cease
at whichever is the earliest of the following dates;
6.4.1 On the expiration of the agreed period of credit, if any
6.4.2 If he, not being a company, commits an act of
bankruptcy, makes a proposal to his creditors for a
composition under section 253 of the Insolvency Act 1986 or
does anything which would entitle a petition for a
bankruptcy order to be made or, in the case of a foreign
person does or suffers some act which renders him liable to
6.4.3 if the Buyer being a company, does anything or fails to
do anything which would entitle a receiver to take
possession of any assets or which would entitle any person
to present a petition for winding up or apply for an
administration order or, in the case of a foreign company
does or suffers some act which renders him liable to similar
6.4.4 if the Buyer, being a company, or any director thereof
shall apply to the court under section 9 of the Insolvency Act
1986 for the appointment of an administrator
6.5 The Seller may recover from the Buyer at any time those
Goods still in the Buyer’s possession if any of the
circumstances set out in clause 6.4 occurs, and for the
purpose of such recovery the Seller, its agents or servants
may enter upon any land or buildings upon which it is
reasonably believed that the Goods are situated.
7.1 The Seller warrants that it has title to and the
unencumbered right to sell the Goods.
7.2 No representation or warranty is given as to the
suitability or fitness of the Goods for any or any particular
purpose and the Buyer shall satisfy himself in this respect
and shall be totally responsible therefor.
7.3 If the Goods are in such a state as would but for this
condition entitle the Buyer to repudiate the contract and/or
claim damages from the Seller the Seller reserves the right
(after inspection of any such Goods) to repair or replace the
same provided that the Seller shall have no obligation to
replace any Goods where any attempt has been made by
the Buyer or any third party to remedy any defect in the
8.1.1 Nothing in Clause 8 shall be deemed to exclude or
restrict the Seller’s liability for death or personal injury
resulting from negligence.
8.1.2 Each of the subclauses in 8 is to be treated as separate
8.2 The Buyer agrees that no terms, whether conditions,
warranties or innominate terms, express or implied, statutory
or otherwise, shall form part of this contract except where
the Buyer deals as consumer within section 12 of the Unfair
Contract Terms Act 1977 when the terms implied by sections
13, 14 and 15 of the Sale of Goods Act 1979 (and in respect of
Services the equivalent provisions under the Sale of Goods
and Services Act 1982) shall be implied into the contract.
8.3 The Seller shall not be liable for any consequential or
indirect loss suffered by the Buyer whether this loss arises
from breach of a duty in contract or tort or in any other way
(including loss arising from the Seller’s negligence). Non–
exhaustive illustrations of consequential or indirect loss
would be loss of profits, loss of contracts, damage to
property of the Buyer or anyone else, and personal injury
(including death) to the Buyer or anyone else (except so far
as such injury is attributable to the Seller’s negligence).
8.4 The Seller’s total liability for any one claim or for the total
of all claims arising from any one act or default of the Seller
(whether arising from the Seller’s negligence or otherwise)
shall not exceed the contract price.
The Buyer agrees that it is best able to estimate the extent
and nature of the insurance cover suitable for its business
and property from time to time and can effect at more
economic rates than the Seller appropriate insurance cover
for its business and property including cover against loss
damage costs claims and expenses referred to in
Conditions 8.3 or 10 and the Buyer therefore acknowledges
that it is reasonable for the Seller to sell the Goods and the
Services and fix the purchase price on the basis of the
exclusions and limitations of liability and the indemnity set
out in these Conditions and the Buyer agrees that it will be
responsible for effecting insurance cover as above
mentioned as may be appropriate to its business and
property including (but not limited to) any required
insurance cover in respect of any loss or damage of
whatsoever kind or howsoever caused whether by reason of
the negligence of the Seller or otherwise to premises, plant
or other physical property and the Seller shall have no legal
liability in respect of any such loss or damage.
10. Indemnity – Third Party Claims
The Buyer agrees to indemnify the Seller against any loss,
damage, costs, claims or expenses incurred by the Seller in
respect of any legal liability established against the Seller by
a third party arising out of or in connection with any of the
Goods or Services supplied by the Seller and to procure that
the Buyer’s insurers shall in no circumstances whatsoever
have any rights or remedies against the Seller additional to
those of the Buyer.
11. Force Majeure
11.1 The Seller shall not be liable for any failure to deliver the
Goods or perform the Services arising from circumstances
outside the Seller’s control.
11.2 Non–exhaustive illustrations of such circumstances
would be act of God, war, riot, explosion, abnormal weather
conditions, fire, flood, strikes, lockouts, Government action or
regulations (U.K. or otherwise), delay by suppliers, accidents
and shortage of materials, labour or manufacturing
Any notice to be given hereunder shall be in writing and
shall be deemed to have been duly given if sent or delivered
to the party concerned at P.O. Box 5, Coast Road, Newcastle
upon Tyne, NE6 5TP, or such other address as that party may
from time to time notify in writing and shall be deemed to
have been served, if sent by post, 48 hours after posting.
The Buyer shall not assign or otherwise transfer or purport to
so assign or transfer all or any of its rights, interests or
obligations under the Agreement for Sale without the prior
written consent of the Seller.
The rights of the Seller shall not be prejudiced or restricted
by any indulgence or forbearance extended to the Buyer
and no waiver of any breach shall operate as a waiver of
any subsequent breach.
15. English Law and Jurisdiction
The formation, construction and performance of the
Agreement for Sale shall be governed in all respects by
English Law. The Buyer and the Seller hereby agree to submit
to the jurisdiction of the High Court of Justice of England.
The headings of these Conditions do not form part of the
Conditions and shall not affect the interpretation thereof.
Each of the clauses and subclauses contained in this
Agreement for Sale shall be construed as independent of
every other clause and subclause and in the event of any
clause or subclause being determined by any Court of Law
as being unenforceable then such determination shall not
affect the applicability of any other clause or subclause and
the unaffected provisions of this Agreement for Sale shall
remain in full force and effect.