1.1 The following defined terms shall have the meaning specified alongside them:
"Agreement" these Supply Terms together with an Order and (where the context permits) any Documentation referable to these Supply Terms;
“CRT International Ltd.” hereafter referred to as “CRT INT”
"Change Request" a request for a change to the terms of an Order made by Customer or CRT INT;
"Charges" the sums payable to CRT INT by Customer in consideration of the supply by CRT INT of Goods and/ or Services;
"Customer" the party requesting Goods and/ or Services from CRT INT;
"Customer Facilities" the premises at which and all equipment and facilities in respect of which CRT INT will supply Goods and/ or Services;
"Documentation" any CRT INT approved and/ or released documentation referable to these Supply Terms which gives details of Customer's Order and any applicable Special Terms including.
" CRT INT" (registered no.8043769) whose registered office address is at Haddons Forge, Daventry Road, Kilsby. CV23 8XF
"Equipment" goods, equipment and/ or other facilities in respect of which CRT INT has agreed to supply;
"Goods" any goods requested by Customer to be supplied by CRT INT;
"IP Rights" any copyright, patent, registered design, trademark or other intellectual property right of whatever nature subsisting anywhere in the world;
"Order" a request by Customer for Goods and/ or Services to be supplied by CRT INT;
"Proper Use" the use of Goods strictly in accordance with Documentation and/ or any instructions or recommendations notified by CRT INT from time to time;
"Special Terms" any terms set out in writing by CRT INT within Documentation and referable to an Order; and
"Supply Terms" these CRT INT Limited Supply Terms.
1.2 In this Agreement:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to gender include references to all genders;
1.2.3 unless otherwise stated, references to clauses are to clauses of this Agreement;
1.2.4 the clause headings are for reference only and shall not affect the construction or interpretation of this Agreement;
1.2.5 references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.
2. Scope of Agreement/ Formation of Agreement
2.1 Clauses 1 - 17 inclusive of these Supply Terms apply in their entirety to the supply of all Goods and/ or Services by CRT INT.
2.2 Any Order placed by Customer is subject to acceptance by CRT INT and no Agreement shall be formed until CRT INT indicates such acceptance. Each accepted Order (together with these Supply Terms and any related Documentation) shall constitute an individual legally binding Agreement between CRT INT and the Customer.
2.3 CRT INT may indicate acceptance of an Order at its discretion including without limitation by signing an Order and/ or Documentation referring to these Supply Terms, verbally, in writing or by delivering and/ or supplying requested Goods and Services.
2.4 This Agreement:
2.4.1 represents the whole agreement and understanding between the parties in respect of the matters referred to herein; and
2.4.2 shall, except in the case of fraud, override and no reliance shall be placed upon any other verbal or written representations, agreements (including without limitation any contractual terms notified to CRT INT by Customer), warranties or understandings in respect of the subject matter of this Agreement and the parties acknowledge that:
18.104.22.168 the remedies available to the parties are exclusively those available under this Agreement, and
22.214.171.124 they have considered and agreed the terms of this clause 2.4.
2.5 In the event of conflict and/ or inconsistency between the provisions comprised within the main body of this Agreement and any Special Terms comprised in Documentation, the latter shall prevail to the extent of the conflict and or inconsistency.
3.1 Customer shall indicate its requirements for Goods and/ or Services by placing an Order and (as required by CRT INT) submitting to CRT INT such documentation and information as CRT INT requires to enable CRT INT to fulfill the Order.
3.2 CRT INT may indicate at any time that an Order (and related documentation/ information) is deficient and/ or insufficient and Customer shall as soon as reasonably practicable rectify such deficiency and/ or insufficiency to CRT INT satisfaction.
3.3 Customer shall be solely responsible for the accuracy of each Order (and related documentation/ information) and CRT INT shall not be under any obligation to indicate or correct any inaccuracies, omissions or errors.
3.4 Subject to acceptance by CRT INT of an Order and to the Customer discharging its obligations provided by this Agreement and in consideration of payment by the Customer of the Charges CRT INT shall supply Goods and/ or Services in accordance with the terms of this Agreement.
3.5 Any Order may be subject to a minimum charge which shall be confirmed by CRT INT as applicable.
4.1 CRT INT may supply to the Customer a quotation indicating certain details in respect of the Goods and/ or Services including without limitation Charges.
4.2 The parties expressly agree that any quotation supplied by CRT INT shall be indicative only and not binding in respect of the matters specified.
5. Delivery/ Performance
5.1 CRT INT shall use reasonable endeavors to deliver Goods or perform Services in accordance with any time and/ or date confirmed in writing by CRT INT provided that time of delivery of Goods and/ or performance of Services shall not be of the essence of this Agreement and CRT INT shall not be liable for any loss or damage arising from late delivery or performance.
5.2 CRT INT may deliver Goods in installments and invoice Customer accordingly for each installment.
5.3 Customer shall pay all delivery Charges confirmed in writing by CRT INT including Charges for any special delivery requirements supplied upon Customer's request.
5.4 Claims for non-delivery must be made in writing to CRT INT within 10 days of date of dispatch shown on invoice.
5.5 Damage/ shortages must be noted on the Carriers Delivery sheet immediately and notice in writing given to the CRT INT within 3 days of receipt of goods.
6. Risk and Title
6.1 Risk in Goods passes to Customer upon delivery and Customer shall keep Goods insured against loss and damage at all times after delivery until property in Goods passes in accordance with clause 6.2.
6.2 Notwithstanding any other provision of this Agreement the property in Goods shall not pass to Customer until CRT INT has received in cash or cleared funds payment in full of all Charges due in respect of the Goods.
6.3 Until such time as the property in Goods passes to Customer, Customer shall hold the Goods as CRT INT fiduciary agent and Bailee and shall keep the Goods separate from those of Customer and third parties and properly stored, protected, insured and identified as CRT INT property but Customer shall be entitled to resell or use the Goods in the ordinary course of its business.
6.4 Until such time as the property in Goods passes to Customer, CRT INT may at any time require Customer to deliver up the Goods to CRT INT and if Customer fails to do so forthwith enter on any premises of Customer or any third party where Goods are stored and repossess the Goods.
6.5 Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain the property of CRT INT but if Customer does so all moneys owing by Customer to CRT INT shall (without limiting any other right or remedy of CRT INT) forthwith become due and payable.
6.6 Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain with CRT INT until CRT INT has received full payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other Goods and/ or services supplied by CRT INT to the buyer and under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between CRT INT and the buyer.
7. Terms of Payment
7.1 Sums due from Customer to CRT INT shall be paid by Customer no later than thirty (30) days from month end after the date of an invoice from CRT INT.
7.2 All payments hereunder shall be made in pounds sterling (£) unless otherwise specified by CRT INT. The Charges and other sums are expressed exclusive of all duties and taxes including without limitation value added tax which shall be paid by Customer at the rate and in the manner provided by the law governing this Agreement.
7.3 Any Charges that are periodic in nature may be subject to review by CRT INT upon written notice.
7.4 In the event that Customer fails to pay any sum by the due date CRT INT reserves the right to charge interest on the outstanding amount in accordance with the Late Payment of Commercial Debts Regulations 2002.
7.5 Notwithstanding clause 7.4, if Customer fails to pay any sum by the due date
CRT INT may at its option, and without prejudice to any other remedy at any time after payment has become due, terminate or suspend performance of this Agreement.
7.6 Customer may at any time after delivery request that unwanted Goods are returned to CRT INT. Any such request is subject to acceptance by CRT INT and in the event of acceptance of such a request CRT INT shall be entitled to retain a minimum of 25% of the Charges paid by the Customer in respect of the returned Goods. Bespoke coloured top coats etc. will not normally be accepted as returnable goods.
7.7 CRT INT reserves the right to charge Customer at standard rates for any goods and/ or services supplied by CRT INT which are necessary due to any act or omission of Customer or breach of this Agreement by Customer.
8.1 Customer undertakes not to export the whole or any part of Goods from the United Kingdom without obtaining all necessary prior consents and license’s from the appropriate authorities.
9.1 CRT INT warrants that:
9.1.1 Goods shall be free of material defects upon delivery; and
9.1.2 Services shall be supplied with reasonable skill and care and by appropriately qualified persons.
9.2 In the event that Customer discovers a material defect in Goods or a breach of clause 9.1.2 in respect of Services and notifies CRT INT of the material defect or breach within five (5) days of delivery of Goods and/ or performance of Services (as applicable) CRT INT shall at its sole option either repair or replace the Goods or repeat the Services or refund the Charges or an equitable proportion of the Charges (as applicable) provided that (in CRT INT reasonable opinion) the defect or breach is not due to any act or omission of Customer or any third party.
9.3 Save as expressly specified in this Agreement, all terms, conditions, warranties, representations, or guarantees whether express or implied relating to the performance, quality or fitness for purpose of any part of Goods and/ or Services are hereby excluded. For the avoidance of doubt, where Goods are sold to a Customer dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 the statutory rights of Customer are not affected by this Agreement.
10.1 Neither party excludes or limits liability to the other party for death or personal injury or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.
10.2 The liability of CRT INT in respect of breaches of this Agreement or of any other duty to Customer or for negligence in connection with the subject matter of this Agreement:
10.2.1 for all or any such matters arising before the date of this Agreement or during the initial period of 12 months following that date ("Initial Period") shall be limited to the aggregate annual value of Charges due to CRT INT hereunder in the Initial Period;
10.2.2 for all or any such matters arising in any further period of 12 months after the Initial Period shall be limited to the aggregate annual value of Charges due to CRT INT hereunder in that further period provided that the aggregate liability of CRT INT for all matters referred to in clauses 10.2.1 and 10.2.2 whenever arising shall be limited to twice the value of Charges paid to CRT INT hereunder in the
10.3 Subject always to clause 10.1, in no event shall either party be liable to the other for any of the following however and whenever arising:
10.3.1 loss of profits, business, revenue, data, goodwill or anticipated savings;
10.3.2 indirect or consequential loss or damage.
10.4 Each party agrees that the limitations of liability contained in this clause 10 have been agreed between the parties in the context of the other provisions of this Agreement and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.
10.5 The parties expressly agree that should any limitation or provision contained in this Agreement be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.
11. IP Rights
11.1 Customer acknowledges that (save as to any Customer trademarks, trade names and logos) any and all IP Rights subsisting in or used in connection with the Documentation, Goods and/ or Services shall be and shall remain the sole property of CRT INT and Customer shall not at any time dispute such ownership.
11.2 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, Customer acknowledges that the same shall be the property of CRT INT unless otherwise agreed in writing by CRT INT.
11.3 Customer warrants that it is the owner or licensee of all IP Rights which Customer requires CRT INT to use in fulfilling an Order and shall indemnify CRT INT fully against all liabilities, costs and expenses which CRT INT may incur as a result of preparations made or work undertaken in accordance with such Order involving infringement of any third party IP Rights.
12. Confidential Information
12.1 CRT INT and Customer shall use all reasonable endeavors to keep confidential (and ensure that their employees and agents keep confidential) all information received by them relating to any part of the business and affairs of the other party provided that these obligations shall not apply to information which is:
12.1.1 or becomes publicly known through no wrongful act of the party concerned; or
12.1.2 required to be disclosed by an order of law or other binding authority; or
12.1.3 disclosed to any adviser of either party bound by a professional duty of confidentiality.
13. Force Majeure
13.1 CRT INT will not be under any liability to Customer for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body ("Force Majeure"), provided always that CRT INT will use all reasonable endeavors (but without an obligation to incur cost) to minimize the period of disruption caused by the Force Majeure.
14. Termination and Suspension
14.1 Either party may forthwith terminate this Agreement by written notice to the other if any of the following events occur:
14.1.1 if either party commits any material breach of the terms or conditions of this Agreement and fails to remedy such material breach within thirty (30) days after receiving written notice identifying the breach and requiring remedy;
14.1.2 if either party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if the other party is unable to pay its debts in accordance with the law relating to this Agreement; and
14.1.3 a Force Majeure continues for a period of more than 3 months.
14.2 Without prejudice to any right of termination either party shall be entitled by immediate notice to suspend performance of some or all of its obligations under this Agreement upon the occurrence of circumstances specified in clause 14.1, and the Agreement will in any event be deemed suspended in the event of Force Majeure.
14.3 Termination or suspension of this Agreement will be without prejudice to any accrued rights or obligations of either party.
15. Data Protection
15.1 Each party warrants to the other that it shall, in connection with this Agreement, comply with the provisions of the Data Protection Act 1998 and shall indemnify the other party against any reasonable losses, liabilities and costs which it suffers or incurs as a result of a breach of this clause.
15.2 CRT INT processes all personal information ("Information") as defined in the Data Protection Act 1998 ("DPA") in accordance with applicable data protection law.
15.3 By submitting Information to CRT INT Customer (and each individual as applicable) consents to such Information being processed by CRT INT in accordance with this clause 15. If Information changes Customer is responsible for informing CRT INT of the change so that CRT INT can update its records.
15.4 CRT INT will use Information as follows:
15.4.1 To supply Goods and Services as requested by Customer including such transfer of Information to employees, agents and third parties as required for this purpose.
15.4.2 For CRT INT internal administration purposes.
15.4.3 To market CRT INT goods and services to Customer (and each individual as applicable).
CRT INT reserves the right to:
15.4.4 Transfer ownership of CRT INT business assets (which include Information) on sale or merger of the whole or part of CRT INT business.
15.4.5 Process Information as required to obtain legal advice, comply with legal requirements, protect CRT INT rights and property and the safety of CRT INT employees, clients, suppliers and others.
16.1 No amendment to this Agreement shall be binding unless made in writing and signed by duly authorised representatives of both parties.
16.2 Customer shall not assign, charge or otherwise transfer to a third party any of its rights or obligations hereunder without the prior written consent of CRT INT.
16.3 No waiver of any breach of the other party's obligations hereunder shall represent a waiver of the waiving party's rights hereunder or of any subsequent breach.
16.4 The parties respectively shall and shall procure that any other necessary party shall execute and/ or do all such documents, acts and things (as applicable) as may reasonably be required on or subsequent to completion of this Agreement for securing each of the obligations of the parties to this Agreement.
16.5 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this Agreement.
16.6 Any notice to effect suspension or termination of the whole or any part of this Agreement:
(i) shall be made in writing and either delivered personally or sent by first class recorded delivery to Customer's address as set out in this Agreement or such other address as Customer may specify by notice in writing to CRT INT;
(ii) in the absence of evidence of earlier receipt, notice shall be deemed to have been duly given:
(a) if delivered personally, when left at the address referred to in 16.6(i); or
(b) if sent by first class recorded delivery, at the time recorded by the delivery agent.
16.7 For the avoidance of doubt electronic mail shall be deemed to be "writing" for the purpose of this Agreement but this shall not prejudice the express requirements for delivery of notices under clause 16.6.
16.8 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
16.9 This Agreement shall be binding on and shall continue for the benefit of the permitted successors and permitted assigns (as the case may be) of each of the parties hereto.
16.10 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect notwithstanding any expiry or earlier termination.
17. Applicable Law
17.1 This Agreement shall be governed by and construed in accordance with
English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts