Terms & Conditions
Orders are accepted on condition that the following Conditions of Sale be accepted by the Customer to the exclusion of the Customer’s conditions and any other conditions of sale or purchase.
1. Preliminary: In these terms and conditions the “Terms” means these terms and conditions in full, “quotation” means any quotation supplied to the Customer by the Company, “tender” means any tender supplied to the Customer by the Company, “Customer” means the party placing an order for the supply of Goods with the Company, the “Goods” means products supplied by the Company and/or any specified accessories or goods, the “Company” means Cablenet Trading Ltd, “Contract” means a contract for the supply of Goods from the Company to the Customer formed in accordance with clause 3.
2. Quotations and Tenders: All quotations and tenders are priced on an “ex-works” (EXW – Incoterms 2020) basis unless otherwise stated. With a delivery charge. Quotations and tenders will remain valid for 30 days unless otherwise stated, but may be withdrawn by the Company at any time without notice.
3. Basis of Sale:
a. Each order for Goods shall constitute a separate offer to form a Contract. Orders may be made by the Customer in writing (including by email) or by telephone. Orders must be accompanied by sufficient information to enable the Company to proceed with the order forthwith. No order from the Customer shall constitute a binding contract for the supply of Goods.
b. The Contract for the supply of Goods shall be made on the earlier of the date that the Company confirms the order to the Customer in writing (including confirmation by email) and the time when the Company first takes steps to fulfil the Customer’s order. Any variation of the Contract must be in writing and signed by the Company and the Customer.
4. Customer Requirements:
a. The Customer is solely responsible for determining the fitness and suitability of any Goods for their intended purpose. The Company will use reasonable endeavours to ensure the accuracy of any product descriptions and/or specifications supplied by it relating to the Goods. The Company will not be liable for any loss or damage arising, whether directly or indirectly, from the Customer’s reliance on any additional information or data supplied by it at the Customer’s request which was not provided at the time of the Contract.
b. The Company reserves the right prior to delivery to effect minor modifications or changes to the Goods without notice without materially affecting the specifications or performance of the Goods. Any such modifications or changes shall not entitle the Customer to reject the Goods.
a. The Company reserves the right to cancel any Contract within 7 days of the order being accepted in accordance with clause 3 if one or more of the Goods ordered was listed or quoted at an incorrect price due to a typographical or other error or omission. If the Company cancels the Contract the Company will notify the Customer in writing and refund to the Customer any sums actually paid in respect of the Contract within 10 days of the cancellation or within 10 days of the payment (whichever is later).
b. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all costs actually incurred by the Company in taking steps to fulfil and/or fulfilling the order which has been subject to cancellation.
6. Delivery and Completion Dates:
a. In the event of either:
i. the Company being delayed in or prevented from making delivery or completing the Contract owing to act of God, force majeure, war, civil disturbance, requisitioning, government or parliamentary restriction prohibition or enactment of any kind, import or export regulations, strike, lock-out, trade dispute, difficulty in obtaining workmen or materials, breakdown of machinery, shortage of fuel, fire, accident or any other cause whatsoever beyond the Company control; or
ii. non-delivery by the Company’s suppliers, the Company shall be at liberty to cancel or suspend the Contract without incurring any liability for any loss or damage resulting therefrom.
b. Whilst delivery and completion dates are given in good faith based upon information available to the Company at the time of quotation or tender, such dates are not guaranteed and the Company accepts no liability for delay (as defined in clause 6(a.i)) in delivery or completion and no delay (as defined) shall entitle the Customer to reject any delivery or any further instalment or part of the order or to repudiate the Contract or the order or any part thereof or to claim any damages or compensation in respect of the said delay.
7. Delivery: Loss or Damage in Transit: When the Company delivers to the Customer, delivery will take place when the Goods are delivered to the Customer’s premises or unloaded from transport (whichever is later), and risk will thereupon pass to the Customer. When the Customer collects from the Company delivery will take place when the Goods are loaded on to the transport or leave the Company’s premises (whichever is later), and risk will thereupon pass to the Customer. The Company accepts no responsibility for any loss or damage to Goods, howsoever arising, after delivery has taken place. The Company accepts responsibility only for repair or re-placement of damaged or lost Goods where the cause of damage or loss was the result of negligence of the Company’s employee or agent. Customers are strongly advised to make suitable insurance arrangements in respect of goods in transit out of the Company’s premises. Claims in respect of loss or damage in transit must be made within 7 days of delivery.
8. Quantities: Whilst reasonable endeavours will be made by the Company to deliver the exact quantity of Goods ordered, the Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied where the actual quantity of the goods is less than or equal to 10% higher or lower than the quantity ordered. Where the actual quantity delivered is less than the quantity ordered, the Company shall refund to the Customer any amounts paid in respect of the shortfall within 10 days of receipt of a notification from the Customer of the shortfall, or within 10 days of the payment (whichever is later). Where the actual quantity delivered is higher than the quantity ordered, the Customer shall notify the Company within 10 days of delivery, requesting that the Company either:
a. arranges for the excess Goods to be returned to the Company at the Company’s cost; or
b. issues an invoice to the Customer for the excess Goods, payable by the Customer within 30 days.
9. Storage: Where the Customer fails, within 5 days of receipt of a request from the Company, to provide sufficient information to enable the Company to deliver Goods which have been ordered or, where the Goods are being collected by the Customer, fails to collect the Goods, the Company reserves the right to charge the Customer the reasonable costs of storing the Goods until such a time as sufficient information has been received by the Company to enable delivery.
10. Packing: Where Goods are sold packed the extent of packing and/or protection will be at the discretion of the Company unless the Customer specifically requests special packing. The Customer is hereby informed that certain large items of equipment require special packing. If applicable, the Company reserves the right to charge the Customer extra for special packing.
a. Subject to the Customer notifying the Company in writing, the Company shall accept the return of such of the Goods supplied being surplus to the Customer’s requirements and which shall not have been used or altered in any respect and shall be in the same condition as at the date of delivery.
b. Goods returned to the Company pursuant to clause 11(a) shall be returned to the Company within 30 days of delivery to the Customer, and the Customer shall be liable for the costs of returning the Goods. Credit shall be made by the Company in respect of the purchase value of the Goods so returned in the invoice submitted to the Customer for payment.
c. No Goods shall be accepted for return and no credit given in respect of the purchase value of the same where upon inspection by the Company the Goods are found to be in any way defective.
12. Title to Goods:
a. Notwithstanding risk in the Goods passing in accordance with clause 7 hereof title in the Goods shall not pass to the Customer until payment is received by the Company in full for the Goods.
b. Before title has passed to the Customer and without prejudice to any of its other rights and to the extent permitted by law, if:
i. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
ii. an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of the Customer;
iii. the Customer ceases, or threatens to cease, to carry on the business, or the Company reasonably apprehends that any of the events mentioned above is met in relation to the Customer and notifies the Customer accordingly; or
iv. the Customer is in breach of clause 13 (Payment) in respect of the Goods,
the Company shall have the right to recover or re-sell the Goods or any of them and may enter upon the Customer’s premises by its servants or agents for that purpose and in respect thereof.
c. Before title has passed to the Customer, the Customer shall take all reasonable precautions to protect the Goods from damage or loss arising from any cause.
d. As the insurable risk in the Goods shall pass to the Customer as soon as the materials are delivered to him or to his order and pending disposal of the Customer shall keep the Goods insured in the amount of the price at which the Goods are sold to the Customer against loss, damage and theft (“Insured Risks”).
e. If the Goods are destroyed by an Insured Risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.
13. Payment: Prices quoted are net of VAT unless otherwise stated. Subject to credit being approved accounts are due for payment no later than 30 days from the last day of the calendar month in which delivery is made, otherwise payment must be received by the Company before delivery. 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 Company reserves the right to charge interest on all overdue accounts at 3% per annum above the base rate of the Bank of England, and at 3% where that base rate is below 0%. Failure to pay for any Goods or for any delivery or instalment shall entitle the Company to suspend further deliveries both on the same order and on any other order from the Customer without prejudice to any other right the Company may have. The Company reserves the right where a Customer fails to adhere strictly to the agreed credit terms or where genuine doubts arise as to a Customer’s financial position to suspend delivery of any order or any part or instalment without liability until payments or satisfactory security for payment has been provided. Where Goods are to be delivered outside the U.K. payment must be made against delivery of the Goods or shipping documents on a FOB (Free On Board – Incoterms 2020) basis unless credit arrangements approved by the Company have been made.
14. Licences etc: The Customer will be responsible in all instances for obtaining any necessary import licences and complying with all regulations governing admission of the Goods into the country of destination and for payment of all customs, duties, port duties and charges.
a. The Company warrants that the Goods shall at the time of delivery:
i. conform in all material respects to the specification of the Goods ordered by the Customer; and
ii. be free from material damage and defects in design, material and workmanship.
b. As the Customer’s sole and exclusive remedy, the Company shall, at its option, repair, replace, or refund the price of any of the Goods that do not comply with clause 15a., provided that the Customer:
i. serves a written notice on the Company within 7 days of delivery in the case of damage or defects discoverable by a physical inspection, or within 1 month from the date on which the Customer became aware (or should reasonably have become aware) of any latent defect;
ii. provides the Company with sufficient information as to the nature and extent of the defects (including contemporaneous photographic evidence) and details of any uses to which the Goods had been put prior to the defect arising (if applicable);
iii. gives the Company a reasonable opportunity to examine the defective or damaged Goods; and
iv. returns the defective Goods to the Company at the Customer’s expense.
c. The provisions of the Contract, including the warranties set out in clause, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.
d. The Company shall not be liable for any failure of the Goods to comply with clause 15(a):
i. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
ii. to the extent caused by the Customer’s failure to comply with the Company’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
iii. to the extent caused by the Company following any specification, instruction or requirement of or given by the Customer in relation to the Goods;
iv. where the Customer modifies any Goods without the Company’s prior written consent or, having received such consent, not in accordance with the Company’s instructions; or
v. where the Customer uses any of the Goods after notifying the Company that they do not comply with clause 15(a).
e. Except as set out in this clause 15, the Company:
i. gives no warranties and makes no representations in relation to the Goods;
ii. gives no warranties and makes no representations in relation to the compliance of any Goods to be sold outside the UK;
iii. shall have no liability for its failure to comply with the warranty in clause 15(a); and
iv. excludes all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise to the extent permitted by law.
16. Restrictions on Company’s Liability: the extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 16.
a. Subject to clause 16(d), the Company’s total liability shall not exceed the sum paid for the Goods under the applicable order.
b. Subject to clause 16(d), the Company shall not be liable for consequential, indirect or special losses.
c. Subject to clause 16(d), the Company shall not be liable (whether direct or indirect) for loss of profit, loss of data or access to data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), or harm to reputation or loss of goodwill.
d. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
i. death or personal injury caused by negligence;
ii. fraud or fraudulent misrepresentation; or
iii. any other losses which cannot be excluded or limited by English law.
17. Termination: The Company may terminate the Contract or any other contract which it has in place with the Customer at any time by giving notice in writing to the Customer if:
a. the Customer commits a material breach of the Contract and such breach is not remediable;
b. the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
c. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Company has given notification to the Customer that the payment is overdue; or
d. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
18. Governing Law: These Terms and the Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with either or their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
19. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or the Contract or their subject matter or formation.
20. Notices etc: It is agreed between the parties’ that all communications between the parties shall be by means of email, facsimile transmission or by letter sent by first class ordinary post. The former shall be deemed to arrive at the time when transmission without any fault of the entire document is completed. The letter shall be deemed to arrive on the working day next after posting when posted within the UK and within 7 days of posting when posted outside the UK.
21. Sub-Contractors: The right is reserved by the Company to sub-contract all or any part of the Contract without prior notice to the Customer.
22. Third Party Rights: A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
23. Severance: If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms shall remain in full force and effect.
24. Waiver: The waiver by either party of the breach or default of any provisions of these Terms by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have whereunto operate as a waiver of any breach or default by the other party.
Cablenet Trading Limited
Ground Floor, Egerton House, 68 Baker Street, Weybridge, Surrey, United Kingdom, KT13 8AL
Company Reg. No. 03342336