The purpose of this document is to confirm the Terms of Business of Carbits Online Ltd Ltd. Company registration Number 08235689 (“the Company”). These terms are the only terms on which the Company contracts with the Customer .
1.2 “Goods” means all goods paints whether Valspar Paint or any other types of paint and associated materials and parts to be sold by the Company to the Customer.
1.3 “Work” means any work to be done by the Company.
1.4 The Customer will be deemed to have accepted these Terms of Business if he or his insurance company give instructions by any means for Goods to be supplied.
2.1 The contract price is based upon prices current at the date of the quotation or order and the Company reserves the right to increase such prices if the price to the Company is increased between the quotation or order and obtaining the Goods required.
3. Description of Goods
3.1 The Paints shall be sold by description according to the Valspar Colour. The Company shall not be responsible for the colour of the paint if the Company is provided with the wrong colour description. The Customer shall be responsible for providing the Company with the correct colour description. As long as the Company provides the paint according to the Customer’s description then the Company shall be entitled to payment and the Company shall not be liable to the Customer in damages for any loss or expense incurred by the Customer as a result of the paint not matching the colour which the customer requires.
Unless otherwise agreed in writing, if it appears that the paint supplied is not of a matching colour, then the decision of Valspar as to the supply of paint shall be final and binding on the parties.
All prices are quoted exclusive of VAT.
4.1 Any variation must be agreed in writing between the Customer and the Company and will be deemed to form part of this contract and will not constitute a new contract.
4.2 Any variations ordered by the Customer will be charged at such rate as to take into account any increase in material charges which may have occurred from the date of the original order.
5. Uncompleted Work
5.1 If for any reason the Goods requested by the Customer are not delivered in full the Company will charge a reasonable amount for the Goods actually delivered at the current price.
6.1 These are due at the time of order. Goods will not be delivered without payment having been made
6.2 Save as aforesaid, upon delivery of the Goods the Company will invoice the Customer .
6.3 Any queries regarding any invoice must be notified in writing within 14 days from the date of the invoice, in default of which the Customer will be deemed to have accepted the invoice as correct.
7. Retention of Title and Risk
7.1 Goods will remain the sole and absolute property of the Company until such time as the Customer has paid to the Company the full price thereof together with any interest that may be due to the Company under this contract and until payment in full has been made the Customer hereby acknowledges that he is in possession of the Goods solely as Bailee for the Company.
7.2 The Customer acknowledges the right of the Company to enter the Customer’s premises and to retake possession of so much of the Company’s Goods and materials as will satisfy the balance then outstanding together with interest subject to the Company giving the Customer 14 days prior written notice.
7.3 Risk in Goods and materials will pass on delivery to the Customer or carrier whichever is the earlier.
8.1 The Company shall use its best endeavours to arrange for delivery of the Goods as soon as is reasonably possible. The Company shall not be liable to the Customer in the event of an unavoidable delay in the supply of the Goods.
8.2 Time for delivery will not be of the essence of the Contract.
9. Application and Use
9.1 The Company will not accept any responsibility for any costs, (legal or otherwise) payments and/or fines damages or liability in any way in the event that the Customer fails to use and/or apply the Goods in the correct manner. The Customer will be liable for and agrees to indemnify the Company with regard to the same.
10. Late Payments
10.1 Time is of the essence in respect of all payments and the Company will be entitled to add interest at the rate of 5% per month on all outstanding amounts. Such interest will continue to be added until the outstanding amount has been paid in full.
11.1 This Contract is governed and interpreted according to the law of England and Wales and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.
11.2 Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation, an act of God, strikes, lockouts, breakdown of the Company’s plant and machinery and wherever and under which fulfilment of such obligations is prevented, frustrated or impeded.
11.3 The waiver by the Company of any breach or default of these terms will not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same or any other term.
11.4 If any clause or subclause of these terms is held to by a competent authority to be invalid or unenforceable the validity of the other clauses and subclauses of these terms will not be affected and they will remain in full force and effect.
11.5 The Company may assign, novate or subcontract all or part of this contract and the Customer will be deemed to consent to any novation. The Contract is personal to the Customer and it may not be assigned.
11.6 Nothing in this Contract is intended to or will give any right to any third party to enforce any term of this Contract whether express or implied.
11.7 The Customer acknowledges that all drawings, specifications, designs and other information supplied by the Company will remain the property of the Company and no copies shall be used for any other form of sale advertising or any type of commercial use whatsoever.
12.1 Any Goods supplied by the Company and not used by the Customer may be returned to the Company at the discretion of the Company.
12.2 In the event that the Company supplies more than the quantity ordered then the Customer shall be obliged to return the extra Goods but at the reasonable expense of the Company.