Terms & Conditions

STANDARD CONDITIONS OF SALE (Version 2022)

1. INTERPRETATION

For the purpose of the Contract the terms listed below shall bear the meanings respectively ascribed thereto:

"Buyer" means the person, firm or company or corporation named as such overleaf who buys or agrees to buy the Goods from the Seller;

"Contract" means the contract for the sale of Goods between the Seller and the Buyer comprising the terms and conditions set out herein, and the particulars set out overleaf, and to the extent there is any inconsistency between those particulars and the terms and conditions herein the particulars shall prevail;

"Due Date" means the date indicated as such overleaf or if none the date which is 14 days from the date of the Contract;

"Goods" means each individual item described overleaf which the Buyer agrees to buy from the Seller;

"Seller" means Crushing Screening Parts Limited

"Sellers invoice" means the invoice submitted to the Buyer pursuant to the Contract.

2. CONTRACT

2.1 The Seller's quotations are not binding on the Seller and the Contract will only come into being upon the issue of a document headed Sales order confirmation by the Seller to the Buyer.

2.2 No servant or agent of the Seller has any authority to make any representation, or to give any warranty relating to the Goods, or to agree to any variation, or addition to, these terms and conditions, unless such representations, warranty, variation or addition is expressed in writing and signed on behalf of the Seller by a Director.

2.3 The Contract is subject to these terms and conditions constitute the complete and exclusive Contract between the Buyer and Seller superseding all proposals and prior agreements, oral or written, and all other communications between the Buyer and Seller relating to the subject matter hereof and the Buyer further agrees that no statements or representations made by the Seller have been relied upon by the Buyer in entering into the Contract. Any variation of the Contract must be confirmed in writing by the Seller.

2.4 Subject to the provisions of clauses 2.1 and 2.2 above, nothing in this Contract shall limit either the Buyer's or the Seller's liability for any prior representation fraudulently made.

3. TITLE OF GOODS AND BUYERS RISK

3.1 Notwithstanding delivery of the Goods and the passing of risk in the Goods in accordance with clause 11.1 below, or any other provisions of these Terms and Conditions, the property/ownership in the Goods will not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods which have been agreed to be sold by the Seller to the Buyer for which payment is then outstanding.

3.2 Until such time as the property/ownership in the Goods passes to the Buyer:

3.2.1 the Buyer shall keep the Goods separately and readily identifiable as the property of the Seller;

3.2.2 any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Seller and the Buyer only) be made by the Buyer as agent for the Seller;

3.2.3 the Seller may (without prejudice to any other of rights) retake possession of all or any part of the Goods & enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;

3.2.4 the Seller may (without prejudice to any other of its rights) require delivery up to it of all or any part of the Goods.

3.3 The Seller may, at any time, appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation by the Buyer.

3.4 Each sub clause of this clause 3 is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.

4. PRICE

4.1 Unless otherwise stated by the Seller, the prices specified are the Sellers ex works price from point of manufacture and do not include any costs of transport incurred in the delivery of the Goods to the delivery address.

4.2 Unless stated otherwise, all prices are exclusive of insurance, value added tax, sales tax, purchase tax, import duties, excise duties, or any other taxes or levies in respect of the Goods and these shall be payable by the Buyer at the rate prevailing at the tax point date in addition to the price of the Goods and any other sums due to the Seller from the Buyer.

4.3 The Seller may vary the price expressed in the Contract to reflect any increase (for whatsoever reason) between the date of the Contract and the date of the Seller's invoice.

5. PAYMENT

5.1 The Buyer shall pay in full for the Goods including all matters as appropriate provided for in clause 4.2 by the Due Date time for payment shall be of the essence and failure to make any payment on the Due Date shall entitle the Seller at its option to treat the contract as repudiated and act accordingly. Without prejudice to the foregoing, failure by the Buyer to pay for the Goods (whether under this or any other contact with the Seller) on the due date applicable thereto shall (without prejudice to any remedies which it may have) entitle the Seller at its option to cancel the sale of any undelivered Goods whether under this or any other contract.

5.2 Prices quoted are net and are in sterling unless otherwise agreed. All payments shall be made without deduction or set off. When deliveries are spread over a period, each consignment will be invoiced as despatched and each month's invoices will be treated as a separate account and be payable accordingly. The Supplier reserves the right, where genuine doubts arise as to a Buyer's financial position or in the case of failure to pay for any Goods or Services or any delivery or instalment as aforesaid, to suspend delivery or performance of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided.

5.3 If Payment is not made in accordance with the provisions of clauses 5.1 or 5.2 hereof the Seller may charge interest until payment at the rate of 5% per annum above the base rate from time to time of Danske Bank and this right shall accrue at such a rate after as well as before any judgement.

5.4 Payment shall be due immediately upon the commencement of any act or proceeding in which the Buyer's solvency is involved.

5.5 The Seller is entitled to recover the price of the Goods including VAT notwithstanding that delivery may not have taken place and property/ownership in the Goods has not passed to the Buyer.

5.6 In case payments are late for more than one payment obligation, all claims against the purchaser shall fall due immediately

5.7 Purchase terms of our customers apply only to the extent that they do not contradict our terms of payment and delivery

6. WARRANTY; LIMIT OF RESPONSIBILITY

THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE

6.1 The Seller warrants that it will (at the Seller's choice) either repair or replace, or refund a proportion of the purchase price of any Goods which are accepted by the Seller as being defective or not in accordance with the Contract or any express description or representation given or made by or on behalf of the Seller in respect of the Goods within the period set out overleaf or if none within 6 months from the date of delivery ("Warranty Period").

6.2 The warranty in 6.1 is given on the following conditions:

6.2.1 the Seller is not liable for a defect in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or an act, neglect or default of the Buyer or a third party;

6.2.2 the Seller is not liable for a defect in the Goods unless it is notified to the Seller within 14 days of the date of delivery and the Buyer shall not be entitled to reject the Goods (or any of them) following the end of such 14 day period or following 85 hours recorded use whichever is the sooner and where the Goods comprise more than one item and a right of rejection arises in respect of one item this shall not entitle the Buyer to reject any other item comprised within the Goods;

6.2.3 the Seller is not liable for a defect in the Goods where the Goods have been examined or tested by the Buyer prior to delivery;

6.2.4 the Goods are always used in a responsible manner and be operated by qualified personnel in accordance with best practice;

6.2.5 the Goods are serviced on a regular basis by the Buyer's approved personnel;

6.2.6 where applicable only parts and services supplied or approved by the Seller are used with or fitted to the Goods.

6.3 The Buyer accepts that it is its responsibility to satisfy itself that the Goods are capable of processing material of the nature and quality and at the volumes required by the Buyer.

6.4 Except as set out in this clause 6, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non supply or delay in supplying the Goods are excluded to the extent permitted by law.

6.5 Subject to the provisions in clause 6.7 below, the Seller is not liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non supply or delay in supplying the Goods or otherwise in connection with this agreement:

6.5.1 loss or damage incurred by the Buyer as a result of third party claims;

6.5.2 loss of actual or anticipated profits;

6.5.3 loss of business opportunity;

6.5.4 loss of anticipated savings;

6.5.5 loss of goodwill;

6.5.6 injury to reputation; or

6.5.7 any indirect, special or consequential loss or damage howsoever caused even if the Seller was advised of the possibility of them in advance.

6.6 Subject to clauses 6.5 and 6.7, the entire liability of the Seller arising out of or in connection with the supply, non supply or delay in supplying the Goods, or otherwise in connection with this agreement, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, is limited to an aggregate figure equivalent to value of the Goods or where the Goods comprise more than one item to the value of the single item which is the subject of the Buyer's claim as evidenced by the Supplier's invoice.

6.7 Nothing in this agreement shall operate to exclude or restrict the Seller's liability for:

6.7.1 death or personal injury resulting from negligence;

6.7.2 breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or

6.7.3 fraud or deceit.

6.8 A claim in respect of any defect or failure to comply with the specification shall not entitle the Buyer to cancel or refuse delivery of or payment for the Goods.

6.9 Details of warranty claim parts being returned by the Buyer must be advised by email to sales@crushingscreeningparts.com, for the attention of Seller's Account Manager - The email must detail the part number, description, quantity, invoice number on which part was originally charged, name of carrier used and the date the parts were collected. The Buyer will pay for shipment of such warranty claim parts to the Seller.

6.10 Should the Seller require it the Buyer must return at the Buyer's cost all Goods to the Seller for examination as part of any ongoing warranty claim. Once any such examination has been completed the Seller will make the Goods available for collection by the Buyer.

6.11 Replacement parts for warranty claims will be despatched subject to the Seller's receipt of the warranty claim part within two weeks of the warranty claim being notified to the Seller. Should the warranty claim parts not be received by the Seller within this time, the warranty will be deemed invalid. The Buyer will reimburse the Seller for the costs of carriage of the replacement parts.

6.12 The Buyer will be advised of any rejected warranty claims by email address on account or as advised and any replacement parts previously despatched to the Buyer will then be payable in full within seven days of this advice.

6.13 The Buyer will be advised of any accepted warranty claims by email, and where the Buyer has pre paid for any replacement parts then a refund will be made by raising a credit note onto the Buyer's account.

7. COPYRIGHT

All drawings, illustrations, descriptions and other information relating to the Goods shall remain the property of the Seller together with the relevant copyright therein and shall be returned to the Seller on request and shall at all times be treated as strictly confidential. The Seller shall not be under any liability for any error contained in or any matter or thing omitted from such drawings, illustrations description or other information.

8. DELIVERY

8.1 Dates quoted for the delivery of Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

8.2 Delivery shall not be of the essence unless previously agreed by the Seller in writing.

8.3 If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy which the Seller may have; the Seller may:

8.3.1 store the Goods until actual delivery has taken place and charge the Buyer for such costs (including insurance) of storage; or

8.3.2 sell the Goods at best price readily obtainable and (after deducting all reasonable storage, insurance and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the contract price.

9. FORCE MAJEURE

The Seller shall have no liability to the Buyer if its performance of the contract is prevented or hindered by any cause whatsoever beyond the Seller's reasonable control and in particular but without prejudice to the generality of the foregoing by Act of God, war, government control, restrictions, or prohibitions of any other government act or omission whether local or national, fire, flood, subsidence, sabotage, accident, strike or lock out. In the event of performance of the Contract being so prevented or hindered, the period of the Contract shall be correspondingly extended, or if deliveries are delayed for six months or more the Seller may (at it's sole discretion) by notice in writing to the Buyer cancel the Contract, whereupon the Seller shall either issue a credit note or invoice, as appropriate, in an amount equal to an equitable portion of the purchase price.

10. USE OF THE GOODS

The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Seller (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that, as far as reasonably practicable, the Goods will be safe and without risk to health at all times as mentioned above. For these purposes, the Buyer is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.

11. DAMAGE, SHORTAGE OR LOSS IN TRANSIT

11.1 Unless the Contract otherwise stipulates, the risk in the Goods passes to the Buyer when the Goods are despatched from the Seller's works and the Seller accepts no responsibility for any damage or loss in transit. Claims for damage or loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage or loss in transit should be complied with.

11.2 Where the Contract provides for delivery elsewhere than at the Seller's works, risk will pass at the point specified in the Contract and the Seller will entertain a claim by the Buyer in respect of loss or damage in transit only if the Buyer:

11.2.1 gives written notice to the Seller within fourteen days of non delivery or within seven days of the delivery of the Goods in any other case; and

11.2.2 where the Goods are transported by an independent freight carrier, complies in all respects with the freight carrier's conditions of carriage for notifying claims for loss or damage in transit.

12. TERMINATION

If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the court shall make an order that the Buyer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the court to make a winding up order or if the Buyer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Buyer shall, in the opinion of the Seller, become impaired or if the Buyer shall commit any breach of any part of the Contract, the Seller may, without prejudice to its rights and remedies under these conditions, stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.

13. PATENTS

The Buyer shall indemnify the Seller against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Seller with the Buyer's instructions, whether express or implied.

14. INDEMNITY

The Buyer agrees, upon demand, to indemnify the Seller against all losses, damages, injury, costs and expenses of whatever nature suffered by the Seller to the extent that the same are caused by or related to:

14.1 designs, drawings or specifications given to the Seller by the Buyer in respect of the Goods;

14.2 defective materials or products supplied by the Buyer to the Seller and incorporated by the Seller in the Goods; or

14.3 the improper incorporation, assembly, use, processing, storage or handling of Goods by the Buyer.

15. DISPUTE RESOLUTION

15.1 In the event of any dispute or difference arising between the parties in connection with the Contract, the parties shall attempt to resolve such dispute or difference in good faith and without recourse to legal proceedings.

15.2 If the parties are unable to resolve such dispute or difference within 10 Working Days of initial discussions between the parties taking place, either party may request the other in writing that the matter be referred to senior representatives of the parties with authority to settle the dispute, who shall attempt to resolve the dispute within 15 Working Days of the written request to do so.

15.3 If the dispute or difference is not resolved as a result of a meeting of the senior representatives of the parties pursuant to clause 15.2, or if no meeting of the senior representatives occurs within the prescribed time periods set out in that clause a dispute may, at either party's request, be referred to mediation. Any reference to mediation shall be made in accordance with the procedures of the Centre for Effective Dispute Resolution ("CEDR"). The mediation shall be conducted by a single mediator appointed by the parties or, if the parties are unable to agree on the identity of the mediator within 14 (fourteen) days after the date of the request that the dispute be resolved by mediation, or if the person appointed is unable or unwilling to act, the mediator shall be appointed by CEDR on the application of either party. The mediation shall be conducted in English at the offices of CEDR in London. Mediation is without prejudice to the rights of the parties in any future proceedings.

15.4 If:

15.4.1 the dispute has not been resolved to the satisfaction of both parties within 50 days after the appointment of the mediator; or

15.4.2 either party fails or refuses to agree to or participate in the mediation; or

15.4.3 in any event the dispute is not resolved within 80 days after it has arisen, then the dispute shall be referred to and finally resolved by arbitration under the Rules of the Chartered Institute of Arbitrators in force at the time of the appointment of the arbitrator, and these Rules are deemed to be incorporated by reference into this clause;

15.4.4 the place of arbitration shall be Northern Ireland; and

15.4.5 the language to be used in the arbitration proceedings shall be English.

15.5 The above provisions shall not prevent either party issuing legal proceedings prior to commencement or completion of the negotiation and mediation set out above where that party seeks injunctive relief from the courts in circumstances where damages will not provide an adequate remedy to that party.

16. MISCELLANEOUS

16.1 The Seller may, without prejudice to its liabilities hereunder, assign, transfer or sub contract the Contract or any part thereof to any person or company.

16.2 No waiver of any term of the Contract by the Seller shall be deemed to be a further continuing waiver of any term of the Contract.

16.3 No right of licence is granted by the Contract to the Buyer under any patent, copyright, registered design or other protection other than the right to use or resell the Goods.

16.4 The clause headings in these Terms and Conditions are for ease of reference only and will not affect the interpretation hereof.

16.5 If any part of these Terms and Conditions of sale is at any time found to be in contravention of the relevant law, or to be contradictory with another part of the Terms and Conditions then such part shall be severed from the remainder which shall continue to be valid and enforceable to the fullest extent permitted by law.

16.6 None of these terms and conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Contract.

16.7 Images shown on the webstore may or may not reflect the item supplied. In many cases, the image is used for illustration purposes only and buyer should ensure item is as expected before placing an order. The image will often refer to the main items and complimentary items may not be included in the offer

16.8 The construction, validity and performance of the contract shall be governed by and subject in all respect to the law of Northern Ireland and subject to clause 15 all disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of Northern Ireland.