1.1 CII shall sell and the buyer shall purchase goods in accordance with any order of the buyer which is accepted by CII subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the buyer. 1.2 No variation to these conditions shall be binding unless agreed in writing by the authorised representative of CII and the buyer. 1.3 Any samples illustrations or descriptive material including but not limited to information contained in CII's brochures, advertising material or elsewhere shall not form part of the contract and shall be treated as approximate and for guidance only unless specifically stated elsewhere.
2. Cancellations and Returns
No order which has been accepted by CII may be cancelled by the buyer except with the agreement in writing of CII and on terms that the buyer shall indemnify CII in full against all losses (including loss of profit) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by CII as a result of cancellation.
3. Price of goods
3.1 The price of the goods shall be the price quoted in CII's price list current at the date of delivery. 3.2 All prices are on an ex works basis and where CII agrees to deliver the goods otherwise that at CIIs premises the buyer shall be liable to pay CII's charges for transport, packing and insurance, currently £45. 3.3 Unless otherwise agreed, the price is inclusive of value added tax and refund to which the buyer is entitled shall only be released after receipt by CII of the appropriate certificate of export. 3.4 CII reserves the right to alter prices from time to time to reflect supplier price increases or changes in the current market without notice.
4. Payment terms
4.1 CII shall invoice the buyer with the price of the goods, and full settlement of the price is required, prior to delivery and any payment shall be in cleared funds prior to the release of the goods. 4.2 CII may demand a deposit to cover costs and such deposits shall only be returnable at the discretion of CII. 4.3 If the buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to CII, CII shall be entitled to: 4.3.1 Cancel any contract and suspend any further deliveries to the buyer, and 4.3.2Charge the buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2.5% per calendar month (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made.
5. Delivery
5.1 Delivery of the goods shall be made by CII delivering the goods to the buyer either directly or by third party. 5.2 CII shall endeavour to deliver the goods by any date quoted for delivery but such date is not guaranteed nor shall the time for delivery be the essence. 5.3 If CII fails to deliver the goods for any reason other than any cause beyond CII's reasonable control and CII is accordingly liable to the buyer, CII's liability shall be limited to the excess (if any) of the cost to the buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods. 5.4 If the buyer fails to take delivery of the goods then without prejudice to any other right or remedy available to CII, CII may: 5.4.1 Store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage, or 5.4.2 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses)` charge the buyer for any shortfall below the price under the contract
6. Risk and property
6.1 Risk or damage to or loss of the goods shall pass to the buyer at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when CII has rendered delivery of the goods. 6.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until CII has received in cash or cleared funds payment in full of the price of the goods agreed to be sold by CII to the buyer for which payment is then due.
7. Warranties and Liability
7.1 CII warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. 7.2 The above warranty is given by CII subject to the following conditions: 7.2.1 CII shall be under no liability in respect of any defects in the goods arising from any drawing, design or specification supplied by the buyer. 7.2.2 CII shall be under no liability in respect of any defect in the goods arising from fair wear and tear, wilful damage, negligence, failure to follow CII's instructions (whether oral or in writing). Misuse or alterations to the goods. 7.3 Where the goods are sold under a consumer sale (as defined by the Sale of Goods act 1979) the statutory rights of the buyer are not affected by these conditions. 7.4 Any claim that is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to CII within two days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not specify CII or any claim in accordance with the provisions of this condition, CII shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract. 7.5 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to CII, CII shall, at its sole discretion, replace the goods (or the part in question) free of charge or refund to the buyer the price of the goods (or a proportionate part of the price) but CII shall have no further liability to the buyer. 7.6 The price of the goods is determined on the basis of the limits of liability set out in these conditions.
8. Law
These conditions shall be governed by and construed in all respects in accordance with English Law.
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