Terms & Conditions of Sale
Conditions of Sale – Brownall
Please read these terms and conditions carefully. If you do not agree with any part of the following terms and conditions then you must not use this service.
1.1 In these conditions:
"Buyer" means a person whose offer to purchase Goods is accepted by the Seller;
"Conditions" means these terms and conditions of sale;
"Goods" means the goods that the Seller is to supply in accordance with these conditions;
"Order" means a completed purchase order (in accordance with the purchasing process set out on these pages) by the Buyer which has been accepted by the Seller; and
"Seller" means Crane Limited.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of Sale
2.1 Each Order shall be deemed to incorporate these terms and conditions.
2.2 The display of products on [www.brownall.com] constitutes an invitation to treat and not a formal offer. An offer will be made by a Buyer upon the completion of the purchase process set out on these pages and shall only be accepted by the Seller (and the Seller will only be contractually bound) when the Seller confirms to the Buyer that it has accepted such order.
2.3 The Seller reserves the right to refuse an offer from a Buyer for any reason.
2.4 Goods are sold subject to their availability.
2.5 The Seller reserves the right to make any changes to the Goods which are require to conform with any applicable safety or other statutory requirements.
2.6 Orders will only be accepted for delivery in the United Kingdom
3.1 Payment for an Order should be made in Pounds sterling. Crane Ltd will accept payment in other currencies providing a written agreement is in place.
3.2 The Seller reserves the right to cancel an order or part of an order or a delivery at any time. In such circumstances and if a Buyer has paid for the Goods then a full refund will be made.
3.3 The list prices for Goods are exclusive of value added tax unless specifically provided.
4.1 Any dates or periods quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in the delivery of the Goods and the time for delivery shall not be of the essence. The Goods in an Order may be delivered in instalments or at one time.
4.2 If a Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then the Seller may (without prejudice to any other rights or remedies it may have):
(a) store the Goods until actual delivery and charge such Buyer for the reasonable costs (including insurance) of storage; or
(a) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to such Buyer for the excess over the price under an Order or charge the Buyer (if the Buyer is an account customer) for any shortfall below the price in the Order.
4.3 The Seller will not be liable for any discrepancy from the Order in the Goods delivered unless reported to the Seller within 48 hours of such delivery.
5.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the Goods to the Buyer.
6.1 Subject to clause 6.2, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free of defects in material and workmanship for a period of 12 months from delivery.
6.2 The warranty in clause 6.1 is given subject to the following conditions:
(a) the Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the instructions of the Seller (whether oral or in writing), misuse, alteration or repair of Goods (without the approval of the Seller); and
(b) the warranty does not extend in any way to parts, material or equipment not manufactured by the Seller.
6.3 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (as defined in the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.4 Where the Goods are sold under a consumer transaction (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected.
6.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with their specification shall be notified to the Seller within 7 days of the date of the delivery or (where the defect or failure was not apparent on reasonable inspection) within 48 hours after discovery of the defect or failure. If a Buyer does not notify the Seller accordingly then the Seller shall have no liability for such defect or failure.
6.6 In the event of a valid claim which is notified to the Seller in accordance with 6.2 (e) the Seller may (in its absolute discretion) repair or replace the Goods (or the relevant part) free of charge or refund a Buyer the price of the Goods (or a proportionate part thereof) but the Seller shall have no further liability to such Buyer.
6.7 Except in respect of death or personal injury caused by the negligence of the Seller, the Seller shall not be liable to a Buyer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of an Order for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by such Buyer, except as expressly provided in these Conditions.
6.8 The Seller shall not be liable for any loss or damage howsoever caused to a Buyer's property.
6.9 The Seller shall not be liable to a Buyer or be deemed to be in breach of an Order by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the reasonable control of the Seller.
6.10 Information on [www.brownall.com] may contain inaccuracies or typographical errors. Information and product specifications may be changed without notice. No warranty is given that the information on [www.brownall.com] is accurate, complete or current. [www.brownall.com] may be temporarily unavailable from time to time. Nothing on [www.brownall.com] shall be construed as a condition, warranty or representation.
7.1 The Seller is a registered user under the Data Protection Act 1984. Any personal information held may be used to send you information about products in which you may be interested. If you do not wish to receive any such information [or have such information shared] then e-mail firstname.lastname@example.org.
8.1 Any notice required or permitted to be given by either party under these Conditions shall be in writing addressed to that party at its registered office or principal place of business (or such other address as may at the relevant time have been notified pursuant to this provision) or sent by electronic mail (which, in the case of the Seller shall be sent to email@example.com).
8.2 A notice shall be deemed to have been given on the day of delivery if served personally, 12 hours after the time of despatch in the case in the case of telex, telemessage, fax, cable or electronic mail and 48 hours after posting if served by post which must be by registered or recorded delivery.
8.3 No variation in these conditions shall be binding unless agreed in writing or by email between the Buyer and the Seller.
8.4 No waiver by the Seller of any breach of an Order by a Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.5 If any breach of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
8.7 These Conditions and any Order shall be governed by and construed in all respects in accordance with the laws of England and the Buyer and the Seller agree to submit to the jurisdiction of the English courts.
Purchase orders or contracts may not be cancelled except with our prior written agreement and only on the terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour, under-recovery of overheads and materials used or specifically ordered for this order), damages, charges and expenses incurred by us as a result of cancellation.
10. Ownership of Goods
a) The goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the contract price together with the full price of any other goods the subject of any contract between the Seller and the Buyer.
b) The Buyer acknowledges that until such time as the property in the goods passes to the Buyer he is in possession of the goods as a bailee and fiduciary agent for the Seller and the Purchaser shall store the goods in such a manner that they are clearly identifiable as the property of the Seller.
c) Until payment due under all contracts between the Buyer and the Seller had been made in full, in the event of sale of the goods by the Buyer:
i) the Seller shall be entitled to trace all proceeds of sale received by the Buyer through any bank or other account maintained by the Buyer; and
ii) the Buyer shall if requested by the Seller in writing to so assign its rights to recover the selling price of the goods from the third parties concerned. Such monies to be held separately by the Buyer as agent on behalf of the Seller.
d) The Seller may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same