Cox And Plant Terms and Conditions of Sale

1 Definitions

I.      "Company" shall mean Cox and Plant Products Ltd

II.      "Buyer" shall mean the addressee specified within the Order Acknowledgement and where such persons act as an agent its principle shall be deemed to be a party to this contract so that references here into the company shall include the principle as well as the agent.

III.      "Contract" shall mean the agreement made on the basis of these conditions of purchase for the purchase of the goods and such contracts shall become binding on the company when company accepts the order and agrees to be bound by the terms hereof.

IV.      Except where the context otherwise requires the term goods includes any or all items covered by this contract where raw materials or process materials or fabricated products and any instructions or other material and all packaging provided in relation to such items and shall include all goods required by buyer and /or supplied as replacements for goods previously delivered.

V.      Packaging shall mean any packing or packaging material as defined in regulation 2 of the producer responsibility obligations (packaging waste) regulations 1997.

VI.      Where any reference is made to any status statutory instrument rule regulation order or any other such enactment such reference shall include a ref to any amendment extension or consolidation thereof or to any provision superseding or replacing it

2 General

I.      All contracts made by the company for the sale of goods or services shall be solely subject to and upon the following terms and conditions of sale to which no addition or variation shall apply unless agreed in writing by the company and specifically expressed to constitute such addition or variation.  In the absence of such an agreement the buyer shall upon delivery of the goods or where delivery is by instalment, the first item thereof be deemed to have given final and absolute acknowledgement of its acceptance of these Terms and Conditions.

II.      No other terms or conditions whether written or oral, express or implied shall apply, notwithstanding any provisions which may appear on the price lists or order forms or any other document issued by the buyer whether or not the same shall be signed or acknowledged by or on behalf of the company and whether issued either before or subsequent to the date of the buyers offer to purchase.  These terms and conditions shall apply to all sales made by the company and shall prevail over all other terms and conditions. 

III.      Cox and Plant reserve the right to alter these Terms and Conditions without prior notice.

3 Specification of the goods

I.      The goods shall comply with the requirements of the buyer; however, the company reserve the right to provide alternate goods that are of similar specification and nature to those required by the buyer in the contract.

II.      The buyer unconditionally guarantees that the goods shall be used by the buyer in all respects for which the goods are required and the company at all times relied on the company's skill or judgement and acted reasonably in so relying. 

III.      The company agrees that the goods conform in all respects to the requirements to all relevant legislation regulations orders sales codes and British standards which apply to the goods and which applies to the standards and quality of foods and foodstuffs and packaging materials for foods and foodstuffs to the best of their knowledge. 

IV.      The company reserves the right to reject any application from the buyer requesting the supply of written evidence of all inspections and quality assurance checks carried out by the company and the manufacturer of the goods if not the company or any component thereof in relation to the goods prior to the goods being delivered to the company.

V.      If the buyer shall specify in writing a country or separate legal state in which the goods must be sold or resold or used, the company terms and conditions will take precedence without exception.

VI.      Where goods are delivered in quantities, measured by weight the weighbridge used by the company, which shall be conclusive, shall record the weight delivered.

4 Durability

I.      The company hereby guarantees that the goods will maintain their relevant characteristics for a reasonable time.  Such time shall be based on standards properly expected in the trade for such goods if any goods become defective in any period the company without prejudice to its other rights as its option may require the company (at the company's expense) to replace or repair the goods.  Any goods defective within the warranty period will be replaced under guarantee so long as the faulty parts are returned to the company for testing where if product is found to be deficient due to means other than general fault, the warranty will be invalidated and the goods invoiced fully.

5 Title

I.     Property of the goods shall pass to the buyer only on payment in full to the vendor of all sums payable in respect there of. Until such time the goods remain the absolute property of the vendor and the buyer shall allow the vendor to repossess such goods at its entire discretion and at any time prior to payment in full thereof.  Such repossession shall unconditionally affect the continued existence of and contract between parties.

6 Delivery

This clause applies unless otherwise stated within the Order Acknowledgement

I.      The time and date of supply specified as in the Order Acknowledgement shall be the essence of the contract where the company has full discretion to vary times and dates without prior consultation with the buyer. 

II.      The company will dispatch goods and services to the invoicing address specified on the buyers order and the order acknowledgement unless prior arrangement exists between the company and the buyer and the company has received an amended purchase order stating the delivery address.  Any alterations made to the delivery address must be confirmed in writing and may be subject to additional charges.

III.      All goods will be dispatched by the companies approved methods unless prior arrangements between both parties exist.  Written confirmation must be provided.

IV.      Delivery will be between 9am and 5pm Monday to Friday except where agreed in advance.  Any deliveries required outside of this time will be subject to additional charges.

V.      Cox and Plant accepts no responsibility for goods delivered by persons other than Cox and Plant Engineers.

VI.      The company reserves the right to charge for time delay for any vehicle waiting to off load which exceeds 1 hour.

VII.      Cox and Plant reserve the right to replace any goods lost in transit without the contract being terminated by the buyer.

VIII.      Delivery will take place when the goods are off loaded from any delivery vehicle and are placed on the companies premises (or such other premises as may be specified in writing)

7 Collections

I.     If so specified overleaf goods will be collected by the company or on its behalf from the customer's premises.  Such collections will take place as agreed between buyer and Cox and Plant provided there is written confirmation.

II.     Cox and Plant except no responsibility for goods collected on behalf of the buyer or any third party.

8 Installations

I.      To obtain maximum efficiency of the equipment quoted we recommend that installation be provided by qualified Cox & Plant Engineers to ensure the best performance from the equipment quoted.  The buyer cannot hold Cox and Plant responsible for any defects that occur to equipment through incorrect installation if this has not been completed by or on behalf of the company.

II.      Site visits can be arranged by our qualified engineers costs excluding accommodation, travelling and out of pocket expenses unless otherwise stated.

9 Commissioning

I.      Both parties, prior to the dispatch of the equipment, must agree commissioning in writing and where specified by the company, product trails must be adhered to unconditionally.

II.      Exclusions of the companies duties of contract unless otherwise specified by the company in writing:

• Offloading on site, storage of equipment and consequential movement to installation site.
• Clearance of installation site
• Hygienic cleaning of all equipment
• Electrical supply to our control panel
• Test materials i.e. product in agreed quantities and condition
• Any civil work to building or floors.

III.      The following are only excluded if Cox & Plant Engineers do not carry out the mechanical installation:

• The supply of holding down bolts.

IV.      The following are excluded and are the responsibility of the buyer on every installation, unless specified otherwise by the company in writing:

• Any electrical starting equipment, motor starter or any electrical wiring what so ever.
• Connection of main power to any control panels.

10 Payments

I.      The price payable for the goods as specified on the order acknowledgement shall not be varied unless otherwise agreed by the company. 

II.      The payment terms as specified on the order acknowledgement shall not be varied unless otherwise agreed by both parties. 

III.      Cox and Plant reserve the right to withhold delivery of goods until payment terms are met.

IV.      When full payment is received, manuals will be dispatched.

11 Instalments

I.      Cox and Plant reserve the right to dispatch part orders without prior notification to the buyer and without this constituting a breach of contract between the two parties.

12 Artwork

I.      All goods or materials of whatever nature produced by the company on behalf of the buyer in connection with the purchase by the buyer from the company of the goods as origination materials for printing including (without limitation) artwork, moulds, transparencies and stereo and copyright design and all other industrial or intellectual property rights therein shall at all times be the property of the company (whether or not they have been or will be specifically paid for by the buyer) the company shall have the right to call for delivery or to collect the same at any time, or times of the companies choosing to enter the premises of the buyer for the purpose of inspecting and or removing the same.

13 Intellectual Property Rights

I.      The buyer will indemnify the company from and against any actions, costs, claims, proceedings, demands, liability and expense of any nature or kind arising directly or indirectly from any allegation or claim made or asserted against the buyer that the use of sale or any other disposition of the goods constitutes a violation or infringement of any patent design copyright or other industrial property rights held by others, save that such indemnity shall not be applicable to any allegations or claims made as a direct result of the buyers following express written instructions furnished by the company.

14 Variation of Specification

I.      The company reserves the right to supply goods of a similar specification, nature and equal quality to those required by the buyer in the contract.

15 Cancellation

I.      100% cancellation fee after the commencement of manufacture

II.      50% cancellation fee after the completion of detail drawing work

16 Confidential Information

I.      If the buyer becomes aware of any technical know-how, inventions, technology, process, techniques or other technical information or intellectual property including, but without prejudice to the generality of the foregoing any design drawings, plans, specifications or other data for or relating to the operations of any plant, tools or equipment of the manufacture of the goods which belongs to or is used by the company.  Then and in any such event the buyer hereby agrees that all such matters as afore said shall be the subject of strict confidence and secrecy and shall not without the written consent of the company be used by the buyer for disclosure to any employee or third party except where necessary in connection with the performance of this contract and such persons shall themselves be placed by the buyer under the same duties as to confidence and secrecy.

II.      Any specifications plans drawings process information patterns or designs supplied by the company to the buyer in connection with this contract shall remain the property of the company and any information derived therefore or otherwise communicated to the buyer in connection with this contract shall remain the property of the company and shall be kept secret and shall not without the written consent of the company be published to any employee or third party or made use of by the buyer except as where maybe necessary by the performance of the contract.   Any such specification plans drawings process information patterns or designs supplied by the company must be returned to the company on fulfilment of the contract or on demand.

17 Inspection

I.      The buyer has the right to inspect progress of the contract at the company premises only with prior arrangement.

18 Acceptance

I.      On receipt of the goods, the buyer must notify the company within the guarantee period (6 months) of any deficiencies or defects.

19 Insolvency

I.      If the buyer becomes insolvent or being a company makes an arrangement with its creditors or has a receiver, manager administrator or administrative receiver appointed or commenced to be wound up, the company may without prejudice to its other rights treat the contract as repudiated by the buyer and terminate the contract forthwith.

20 Forbearance

I.      Any relaxation or indulgence afforded by the company to the buyer shall not in anyway prejudice the rights of the company or be construed as a waver of the same

21 Non derogation of rights

I.      These terms and conditions are in addition to and not in derogation of rights of law of the buyer whether under the sale of goods act 1979, the Health and Safety at work Act 1974

22 Choice of Law

I.      These terms and conditions and the contract of which they form part shall be constructed in accordance with English law and the buyer (third party acting on behalf of the buyer) hereby submits itself to the jurisdiction of the English Courts.