Terms of Sale
Terms of Sale
These terms and conditions of sale (“Terms“) apply to all orders made for products available for sale on the CarlisleIT Webstore (“Products“) by Carlisle Interconnect Technologies, Ltd, (“Seller“).
An order placed on the Webstore constitutes an offer to purchase the Products subject to these Terms. Once Seller accepts the order from the entity placing the order (“Buyer“) by sending an email confirmation to Buyer, a “Contract” will be formed between Buyer and Seller.
These Terms shall apply to the Contract to the exclusion of any other terms that Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these Terms. No change to these Terms shall be binding upon Seller unless made in writing and signed by a duly authorised representative of Seller.
2. Price and Terms of Payment
The price of the Products is the price indicated on the order pages displayed on the Webstore. Any applicable charges for packaging, insurance and transport will be shown separately on the order summary page on the Webstore. All prices and charges exclude amounts in respect of value added tax (VAT), which Buyer shall be liable to pay to Seller at the prevailing rate.
Buyer must provide payment details at the time of placing an order. Payment may be made by Visa, Mastercard or AMEX. Payment will be taken at the time the Products are shipped.
Buyer may select Payment on Account if a valid credit account has been pre-approved by Carlisle Interconnect Technologies Ltd and the order will be paid in full and cleared within 30 days of the date of the Seller’s invoice.
In the event of any payment failure within [one (1) business day of receipt of the email confirming shipment], Seller may withhold all subsequent deliveries until the full account is settled. Interest will be charged on past due accounts at the rate of 4% per annum above the Bank of England base rate from time to time. Buyer will also pay collection costs and reasonable legal fees should the account be placed for collection.
3. Title and Delivery
Ex Works (EXW) Incoterms 2020 apply to all sales. Buyer shall be responsible for making any claim against any carrier for any loss, and for any damage, visible or concealed caused to the Products while in transit. Any such loss or damage shall not relieve Buyer of any of its obligations under these Terms.
Title shall pass from Seller to Buyer on delivery to Buyer at:
Unit 9 Walker Park Industrial Estate
Walker Park, Guide
Blackburn BB1 2QE
Seller may deliver the Products by instalments. Any delay in delivery or defect in an instalment shall not entitle Buyer to cancel any other instalment.
Seller warrants that on delivery and for a period of 12 months from the date of delivery (“Warranty Period“) the Products shall: (i) conform in all material respects with the description provided on the Webstore at the time the order was accepted by Seller; and (ii) be free from material defects in design, material and workmanship.
Save as expressly set out in these Terms, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
The remedies of the Buyer and Seller provided in these Terms are the exclusive and sole remedies of the parties.
If: (i) Buyer gives notice in writing to Seller during the Warranty Period that the Products do not comply with the warranty set out above; (ii) within ten (10) days of receipt of written authorisation and definite shipping instructions from Seller Buyer returns the defective Products to Seller; and (iii) Seller is given a reasonable opportunity to inspect the Products, defective Products so returned shall be, at Seller’s election, replaced or repaired by Seller without any additional charge, or, in lieu of such replacement or repair, Seller may refund the purchase price applicable to such Products.
Seller agrees to pay return transportation charges not exceeding those which would normally apply from the original destination on all defective Products. However, Seller shall not be obligated for such charges when Products returned prove to be free from defects. Seller shall hold Products that prove to be free from defects for shipping instructions and Buyer shall furnish such instructions promptly upon request.
Anything herein to the contrary notwithstanding, products purchased or obtained by Seller from other manufacturers are warranted only to the extent of the original manufacturer’s express warranty to Seller.
Products sold by Seller shall not be considered defective or non-conforming to the Buyer’s order if they satisfactorily fulfil the performance requirements that were (i) provided by the Buyer to Seller or (ii) as described on the Webstore.
This warranty shall not apply to any Products where: (i) the defect arises because Buyer failed to follow Seller’s instructions as to the storage, commissioning, installation, use and maintenance of the Products; (ii) the defect arises as a result of Seller following any drawing, design or specification supplied by Buyer; (iii) Buyer alters or repairs such Product without the written consent of Seller; or (iv) the defect arises as a result of fair wear and tear, wilful damage, accident, negligence, alteration, abuse, or misuse. Also, disassembly of any Seller product by anyone other than an authorised representative of Seller voids this warranty in its entirety.
5. Limitation of Liability
The restrictions on liability in this Section apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, or otherwise.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; or defective products under the Consumer Protection Act 1987.
Seller’s aggregate liability in damages or otherwise shall not exceed the payment, if any, received by Seller for the Product furnished or to be furnished, as the case may be, which is the subject of a claim or dispute. In no event shall Seller be liable for any loss of profits (whether direct or indirect); wasted expenditure; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss or damage, including where such loss or damage is of the type specified in this list.
This Section shall survive termination of the Contract.
For bulk cable sales, Seller reserves the right to consider the total order and each delivery complete subject to a tolerance of minus 10% of the quantity ordered, unless otherwise agreed in writing. Products received in excess of quantity ordered may only be returned if the amount returned exceeds 110% of the quantity ordered. In the event that the amount received falls within plus or minus 10% tolerance, the Buyer shall pay for the amount actually delivered.
Seller reserves the right to modify product specifications of Products ordered by Buyer provided that the modification will not materially affect form, fit or function.
Unless otherwise expressly provided, Seller shall retain title to and possession of any models, patterns, dies, moulds, jigs, fixtures, tools and test equipment made for or obtained for the performance of the Contract.
9. Buyer Specifications and Instructions
To the extent that the Products are manufactured in accordance with specifications or instructions supplied by Buyer (i) Buyer shall ensure that the specifications and instructions provided are accurate and correct. Seller shall not be responsible for any errors manufacture arising from errors in information provided by Buyer; and (ii) Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of specifications or instructions supplied by Buyer.
10. Limited Rights
Buyer, under this Contract, does not acquire any rights to technical data, detailed design data or detailed manufacturing or process data items delivered under this Contract including proprietary and/or patented technology or devices. Buyer shall not analyse, evaluate, or reverse engineer to determine composition, formulation, or method of manufacture of any devices or hardware delivered under this Contract, nor authorise others to do so.
Prices quoted are exclusive of taxes or licence. Seller does not report, pay or collect any use tax, sales tax, or similar tax which may be imposed upon Buyer under the laws of the country to which shipment is to be made. Buyer shall report any use taxes or similar taxes which may be imposed upon Buyer and shall hold Seller harmless therefrom.
12. Termination, Cancellation, Reduction
No order accepted by Seller may be terminated, cancelled or reduced by Buyer except by mutual written agreement of Buyer and Seller.
13. Non-Returnable, Non-Cancellable Products
In any event, Buyer will assume full financial liability for all material purchased by Seller to comply with Buyer’s purchase order which Seller’s supplier identifies as non-returnable or non-cancellable. In the event of termination of Buyer’s purchase order to Seller, Seller will make its best efforts to return such material in order to minimise Buyer’s financial liability. Seller’s efforts are considered completed after a period of thirty (30) calendar days from date of cancellation. Buyer will provide payment to Seller for non-returnable, non-cancellable material within sixty (60) days of cancellation of Buyer’s purchase order or portion thereof.
14. Government Contracts
If the goods to be furnished under this Contract are to be used in performance of a UK government contract or subcontract, a government contract number shall appear on Buyer’s purchase order and the provisions required by the Public Contracts Regulations 2015 shall be incorporated herein by reference. Buyer agrees to provide progress payments to the maximum extent permissible under the prime contract.
15. Trade Compliance
Buyer warrants and represents that it is not, and is not owned or controlled by any person or persons, listed on any applicable list of blocked parties, including but not limited to the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control, the Consolidated List of Financial Sanctions Targets in the UK maintained by HM Treasury, and the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission.
Buyer shall not take any action or make any omission that would place Seller in breach of applicable export control and sanctions regulations. In particular, Buyer shall not supply Products (or items into which Products have been incorporated) directly or indirectly: (i) to any person listed on any of the lists mentioned in the above paragraph, or to any person owned or controlled by one or more listed parties; (ii) for an end-use described in Article 4 of Council Regulation (EC) No 428/2009; or (iii) to any jurisdiction where such supply would be in breach of sanctions or embargoes imposed by the UN, UK, EU or US. No provision of these Terms shall give rise to an obligation on either party that would constitute a breach of Council Regulation (EC) No 2271/96 or any equivalent national legislation.
Buyer acknowledges that its failure to comply with this Section shall constitute a material breach of these Terms. Buyer shall indemnify Seller against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against, Buyer as a result of any breach by Buyer of this Section.
16. Applicable Law and Jurisdiction
The construction, validity and performance of these Terms and all non-contractual obligations arising from or connected with these Terms shall be governed by the laws of England and Wales.
Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Terms.
17. Intellectual Property
Buyer acknowledges that any and all Intellectual Property (all patents, rights to inventions, copyright and related rights, trade marks, trade names, copyright, rights in designs and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world) in and relating to the Products, Seller’s business belong solely to Seller or its licensors (as applicable) and shall remain entirely in the ownership or control of Seller. Nothing said or done by either party shall constitute the transfer of any such rights.
Buyer may not assign, novate, sub-licence, mortgage or otherwise transfer any of its rights or obligations in these Terms, whether by operation of law or otherwise, without the prior written consent of Seller.
Seller may assign, novate, sub-licence, mortgage or otherwise transfer in whole or in part any of its rights and/or obligations in these Terms. Seller will notify Buyer as soon as reasonably practical in the event that it exercises its rights under this Section.
19. Entire Agreement
The Contract, including these Terms, contains all of the terms agreed between the parties and supersedes and replaces any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that the only remedy available to a party in respect of a breach of any representation which is incorporated into the Contract shall be for breach of contract.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Section, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21. Third Party Rights
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
22. Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from an event, circumstance or cause beyond a party’s reasonable control (a “Force Majeure Event“). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate the Contract by giving [ten (10)] business days’ written notice to the affected party.