Capital Office Supplies Limited. Terms and Conditions of Sale

1. Definitions
1.1 The Seller means Capital Office Supplies Limited.
1.2 The Buyer means the person, firm, company or organisation buying the Goods to these Terms and Conditions.
1.3 The Goods means the goods/products which are to be sold under a contract of sale, the contract, between the Seller and the Buyer.
1.4 The Supplier/s means any person, firm or company contracted by the Buyer to supply or assist in the manufacture, supply or delivery of the Goods.
2. Formation of Contract
2.1 The Contract shall be formed by the Seller’s acceptance of an order placed by the Buyer for the Goods.
2.2 The Seller’s acceptance of any order shall be subject to its Standard Terms and Conditions of Sale which shall override any terms, conditions or stipulations whether referred to in the Buyer’s order’ or in any other document issued by the Buyer; or in any other communication (written or oral) between the parties, unless agreed in writing by the Seller.
2.3 The Seller may at its discretion add, vary or withdraw products listed in its Catalogue, Price Lists, Advertisements or any other literature, at any time without notice. 
3. Basis of Sale
3.1 All Goods are subject to availability.
3.2 Any errors or omissions in quotations, catalogues, sales literature, invoices or other documents issued by the Seller shall be subject to correction, without any liability of the Seller.
3.3 The Buyer shall be solely responsible for the accuracy of all orders and if accompanying Services are required with the supply of Goods the Buyer shall give clear instructions and shall not rely on the knowledge, skill and judgement of the Seller.
3.4 The Seller reserves the discretionary right to change the specification (without detracting from the quality or performance) of the Goods ordered.
4. Prices
4.1 The price of the Goods shall be that shown in the Seller’s quotation; or in the Buyer’s order, if accepted by the Seller, or if no price is stated, as per the Seller’s Price List current at the time of order acceptance. The Seller may increase the price prior to delivery if the increase is due to circumstances beyond the Seller’s control, and inform the Buyer accordingly.
4.2 The Seller may vary the price/s of any Goods in the Price List at any time.
4.3 An extra charge may be made by the Seller to cover additional delivery costs for some direct delivery items, and for compliance with any special delivery service/s of the Buyer.
4.4 The prices are inclusive of packaging costs but the Seller may charge for returnable pallets or containers which are either returned damaged or not returned by the Buyer
4.5 All prices are quoted exclusive of Value Added Tax VAT, which will be charged at the rate in force at the time of despatch of the Goods.
4.6 The Seller reserves the right to add a handling charge for orders of less than £50 price value, excluding VAT
5. Terms of Payment
5.1 The Buyer shall make payment of the price in full within 30 days of the date of invoice 
5.2 The Seller reserves the right to charge interest at the Bank of England base rate + 5% for late payment by the Buyer, in accordance with The Late Payment of Commercial Debts (Interest) Act 1998.
6. Delivery
6.1 The Seller will endeavour to deliver the Goods to the place and on the date specified by the Buyer; any specified deliver date/time shall be an estimate and shall not be of essence of the Contract unless expressly agreed by the parties in writing.
6.2 The Seller shall be entitled to deliver the Goods by instalments and to treat each delivery as a contract which may be invoiced separately.
6.3 The Seller shall not be liable in any way for losses, damages or expenses (whether direct or consequential) suffered by the Buyer due to delay or any failure to deliver the Goods to the place and by the date stated by the Buyer.
7. Action upon Delivery
7.1 The Buyer shall inspect the Goods immediately on delivery and no claim for shortages or errors in delivery which would be evident on inspection will be considered unless the Seller is notified quoting the delivery note or invoice number within 2 working days after date of delivery
7.2 Any claims for non-delivery of Goods shall not be considered unless notified to the Seller by the Buyer in writing within 10 days of the date of invoice. 
7.3 In the absence of any such notification in accordance with 7.1 or 7.2 the Seller shall be deemed to have delivered the Goods any payment in full shall become due in accordance with Condition 5.
8. Damage in Transit
8.1 Goods damaged in transit must be reported immediately by signing the delivery note ‘Damaged on arrival’ and returning to the Seller within 2 working days; any damaged goods must be retained by the Buyer for inspection.
8.2 If the delivery note is signed without the comment ‘Damaged on arrival’ the Seller can not be held responsible for damages in transit.

9. Own Label Goods
9.1 In the case of Goods which have been produced to the specification and or bear the name of the Buyer or the Buyer’s customers as the case may be (‘own label goods’), the Buyer undertakes to purchase at the contract price all stocks of own label goods in finished and unfinished form which the Seller holds for the purpose of fulfilling the Buyer’s requirements. Without prejudice to the generality of the foregoing, on the termination of any Contract between the Seller and the Buyer, for the supply of own label goods, the Buyer will accept and pay the contract price for all stocks of own label goods in finished and unfinished form then held by the Seller.
10. Quantity Variations
10.1 A shortage or surplus charge pro rata not exceeding 10 per cent will be considered due execution of any order and the Buyer shall accept the same subject to a pro rata increase or reduction in the contract price.



11. Returns
11.1 Goods shall not be returned by the Buyer without prior agreement of the Seller. The Seller reserves the right to charge up to 20% administrative fee on returned goods.
11.2 Any Goods returned in accordance with Condition 9 must be in original packaging and in a resaleable condition.
11.3 Non catalogue products, direct delivery items and Customised Goods are non returnable unless the Seller and Supplier/s agree otherwise; in which case special return procedures and administration costs may be negotiated. This Condition 9 does not apply to defective Goods.
12. Warranties and Liabilities
12.1 The Seller warrants that the Goods will be free from defects in materials and workmanship at delivery and provided they are used in a proper way, within the manufacturer’s warranty. This warranty is subject to the Seller being under no liability for defect/s – in the Buyer’s design or requirements; or arising from wear and tear, wilful damage, negligence, failure to follow instructions, misuse, or if the full price has not been paid to the Seller.
12.2 All other warranties expressed or implied are expressly excluded to the extent permitted by law.
12.3 The Seller’s sole liability for defective or damaged Goods shall be to repair or replace at its option the Goods or relevant part.
12.4 Except for death or personal injury caused directly by the Seller, the Seller shall not be liable by any reason of any representation, implied warranty, condition or other terms or duty at common law, for any consequential loss or damage, costs or expenses of whatever nature which arise from the supply of Goods or their use or resale unless expressly provided in these Conditions.
13. Risk and Property
13.1 Risk shall pass to the Buyer where Goods are stored by the Seller upon such Goods being stored; or in all other cases upon delivery or attempted delivery (where Buyer refuses delivery)
13.2 Property in the Goods shall not pass to the Buyer until cash or cleared funds for the full price have been received by the Seller.
13.3 Until Property in delivered Goods has passed to the Buyer, it will hold the Goods as bailee for the Seller and the Seller may collect or require the Buyer to deliver/return the Goods; and it shall not pledge or charge the Goods or any part.
13.4 Risk in any Goods to be returned remains with the Buyer until the Goods are delivered to or collected by the Seller.
14. Cancellation of orders
14.1 Cancellations or deferments of orders are at the discretion of the Seller and may be allowed subject to 7 working days notice prior to the due delivery date, such notice to be confirmed in writing immediately. The Seller reserves the right to charge any additional costs incurred as a result of the Cancellation.
14.2 The Buyer may cancel orders for Customised Goods but shall make full payment of the quoted price or of the full costs incurred by the Seller (if less than the quoted price) at the Seller’s discretion.

15. Insolvency of the Buyer
15.1 If the Buyer becomes insolvent, has an administration order made against it, makes a voluntary arrangement with its creditors, ceases to carry on business, has a receiver appointed or goes into liquidation, then without prejudice to the Seller’s other rights and remedies the Seller may suspend deliveries, cancel any contracts with the Buyer without liability and payment of the price for goods delivered shall become immediately due.

16. Force Majeure
16.1 The Seller shall not be liable to the Buyer for breach of contract by reason of delay or failure to perform any of the Seller’s obligations if the delay or failure is to any extent due to a cause beyond the Seller’s control including but not limited to: war, fire, accident, breakdown of plant or machinery, industrial action/dispute (including strikes and lockouts), unavailability of or restrictions on supplies, non-delivery or delay in the delivery of materials or other circumstances (of whatsoever nature not limited to the foregoing ) which directly or indirectly interrupt or hinder due performance of the Contract.
17. General
17.1 Headings of these Conditions are for reference only and shall not affect interpretation.
17.2 Notices shall be served by first class post on either the registered offices or the principal place of business of the parties.
17.3 Failure by the Seller to enforce any Condition or seek remedy of any breach by the Buyer shall not be construed as a waiver of the Seller’s rights to enforce the Contract and seek remedy for the subsequent breach.
17.4 The Seller may enter into sub-contracts for the manufacture or supply of the whole or any part of the Goods
17.5 If any provision of these Conditions is held invalid or unenforceable in whole or part this shall have no affect on the validity of the remaining provisions and conditions. 
17.6 The Contract shall be governed by English law and shall be subject to the non-exclusive jurisdiction of the English courts. 
17.7 All reasonable efforts have been made to ensure that the details, descriptive information etc in this catalogue are accurate at the date of publication. However, drawings, specifications and all descriptive literature including colour illustrations are approximate and do not constitute a trade description.

© 2012 Capital Office Supplies Limited. All rights reserved.