CBS CONCRETE PRODUCTS GENERAL TERMS AND CONDITIONS OF SALE
1. Unless otherwise agreed in writing, these terms and conditions of sale (’the Conditions) apply exclusively to each Contract for the sale of goods or services (’the Goods’) by a CBS Group company (’the Company’) to a purchaser of Goods (’the Purchaser’), (together ‘the Parties’). Any additional or different terms or conditions proposed by the Purchaser are expressly objected to and will not be binding upon the Company unless specifically assented to in writing by the Company. Any order for, or any statement of intent to purchase hereunder shall constitute assent to these Conditions.
2. Contract means the purchase order signed by the Purchaser and accepted by the Company in writing, together with these Conditions. Notwithstanding that a quotation has been made by the Company no Contract exists between the Company and the Purchaser until the Company accepts the Purchaser’s order in writing.
3. Unless otherwise specified in writing by the Company, any quotation by the Company will expire 30 days from its date and may be modified or withdrawn by the Company prior to receipt of the Purchaser’s acceptance.
4. The price of the Goods (’the Price’) is the Company’s quoted price. The Company reserves the right to increase the Price at any time to reflect any increase in its costs because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Purchaser or any delay caused by the Purchaser’s failure to provide adequate information or instructions.
5. Subject to credit approval and unless the Parties agree otherwise, the Purchaser will pay the Price (whether or not the Company has formally demanded it) at the due date as stated on the invoice, unless otherwise agreed in writing.
6. If the Price is not paid in full when due, then, without affecting any of the Company’s other rights or remedies, the Company may cancel the Contract and/or suspend performance of any delivery [any cost incurred by the Company in accordance with such suspension (including storage costs) shall be payable by the Purchaser]; charge interest at 10 % a year on all unpaid amounts; withdraw all credit facilities extended and require immediate payment of all outstanding invoices issued whether or not they were due for payment; and/or cancel and withdraw any trade discount allowed on the Price.
7. The Purchaser shall not have the right to set off any claim for damages or compensation of any kind against any amount payable to the Seller.
8. Delivery and dispatch dates quoted are approximate only and the Company is not liable for any delay in the delivery of the Goods. If dispatch is delayed or prevented in whole or in part by any circumstances beyond the Company’s reasonable control, then at the Company’s option the contract may be cancelled or the time for delivery shall be reasonably extended. Such circumstances shall include, but are not limited to government actions, strikes, inability to obtain raw materials, civil disorder or climatic circumstances.
9. The Goods shall be delivered EX-WORKS in accordance with incoterms 2000, unless specifically agreed otherwise.
10. The Purchaser shall be responsible for providing a good foundation for the products supplied.
11. The Purchaser shall be responsible for ensuring the accessibility and stability of the delivery location in all weather conditions taken into account that deliveries are made on articulated 44 ton lorries including trailer (17 m long and 2,6 m wide). If installation is done by a CBS crane, 2 persons are required for assistance. The crane must be able to drive next to the foundation. Enough space is required for the crane to be able to set out the supporting feet. The Purchaser acknowledges and agrees that in the absence of a specific delivery location, the Company will deliver the Goods at a location which is most suited in the Company’s opinion. If the Purchaser is responsible for unloading, a compensation of £60,00 per hour is to be paid to the Company if the goods have not been unloaded within two hours after arrival at the agreed delivery location.
12. The Purchaser acknowledges that differentiations in concrete color can occur between the Goods delivered.
13. Any claim by the Purchaser relating to the Goods which is based on any defect in material or workmanship is to be notified, in writing, to the driver at the time of delivery. The Purchaser agrees and acknowledges that the Company does not accept a non-conformance report after delivery if the precedent condition was not met. A failure to correspond to the Goods specifications agreed or non or incorrect delivery (whether or not delivery is refused by the Purchaser) must be notified via registered letter to the Company within ten (10) working days from the date of delivery. If delivery is not refused, and the Purchaser does not notify the Company accordingly, the Purchaser is not entitled to reject the Goods and the Purchaser will be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
14. Upon in writing notification of any claim or damage by the Purchaser to the Seller, the Seller reserves the right to repair any damage to the products as delivered by him. The Purchases shall not have the right to set off any claim for damages or compensation (including discount) of any kind against the amount payable to the Seller.
Risk and property
15. Risk of damage to or loss of the Goods passes on delivery or, if the Purchaser wrongfully fails to take delivery, at the time when delivery is tendered. Property in the Goods does not pass to the Purchaser until the Company has received full payment of the Price (plus VAT and other applicable charges) and all other sums due to the Company from the Purchaser. Until property in the Goods passes to the Purchaser, it will hold the Goods on the Company’s behalf, and will keep the Goods separate from its goods and those of third parties, properly stored, protected, insured and identified as the Company’s property; and the Purchaser shall not pledge or charge the Goods by way of security or otherwise. Breach of any of the provisions of this Condition will result in the Price owing by the Purchaser to the Company (without prejudice to any other right or remedy) becoming immediately due and payable.
16. Until title to the Goods passes to the Purchaser, the Company may require the Purchaser to return the Goods and, if the Purchaser fails to do so, the Company may repossess the Goods. The Purchaser hereby grants the Company an irrevocable right to enter, with or without vehicles, any premises for the purpose of inspecting or repossessing the Goods.
17. The remedies of the Purchaser set forth herein are exclusive and the total liability of the Company, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall limit to the replacement of the delivered goods. All liability of the Company on all claims of any kind, including a liability for possible consequential damages, is expressly excluded.
18. The seller makes every effort to ensure that its publications and technical information about its Goods are accurate. The Purchaser acknowledges and agrees to have been sufficiently informed about the Goods with the information provided.
19. The end user of the concrete wall unit is expected to ensure that the walls are lined from the top of the wall to the bottom of the floor with a polythene film when in use whether the storage area is filled or part filled.
20. As the CBS Goods comply with the most severe demands in aggressive chemical environments, the Company cannot guarantee that the Goods can withstand all chemical attacks. In conditions where the concrete walls are exposed to chemical aggresion (AD-plants, maize,grass,sugar-beet,…) extra protective measure are to be taken. One of the best protective measures is an Epoxy resin coating, combined with a plastic covering system that covers the toe (20cm) of the wall and the entire vertical wall. A minimum dry matter content for maize or grass of 33% must be observed due to the aggressive behavior of the leachate. Our calculations are made with a maximum silage angle of 28° above the top of the silo and a density of maximum 830 kg/m³. The ultimate sizing for your chopped silage must exceed 18mm. For every type of wall, there is a maximum axle load to take into consideration. For other applications, please contact our technical department. CBS will only supply a 10 year warranty if all of the above conditions are observed.
21. The Purchaser will use the goods only for its intended purpose, i.e. as described in the information as provided by the Seller. The Purchaser is responsible for any inappropriate use of the Goods.
Law and jurisdiction
22. The Contract is construed and shall be interpreted in accordance with the laws of England, applicable at the Company’s location. The rules on conflict of law shall be excluded. The place of jurisdiction shall be the court at the place of the registered offices of the Company. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the above-mentioned courts, and waives any right to object to any proceedings being brought in those courts.