Crafter's Companion

Trade Account Terms

BACKGROUND

The Customer's attention is drawn in particular to the provisions of clause 9.

1 INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.

Contract means the contract between Crafter’s Companion and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Crafter's Companion means Crafter's Companion Limited (registered in England and Wales with company number 05734881).

Customer means the person or firm who purchases the Goods from Crafter’s Companion.

Force Majeure Event has the meaning given in clause 10.

Goods means the goods (or any part of them) set out in the Order.

Order means the order by the Customer for the Goods, as set out in the purchase order form of the Customer.

1.2 Construction. In these Conditions, the following rules apply:

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written includes faxes and emails.

2 BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall only be deemed to be accepted when Crafter’s Companion issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Crafter’s Companion which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by Crafter’s Companion and any descriptions or illustrations contained in the catalogues or brochures of Crafter’s Companion are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 A quotation for the Goods given by Crafter’s Companion shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3 GOODS

3.1 The Goods are described in Crafter’s Companion’s trade website at www.crafterscompaniontrade.co.uk or such other website or catalogue as Crafter’s Companion may specify from time to time.

3.2 Crafter’s Companion reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4 DELIVERY

4.1 Crafter’s Companion shall ensure that:

4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers of the Customer and Crafter’s Companion, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.2 if Crafter’s Companion requires the Customer to return any packaging materials to Crafter’s Companion, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Crafter’s Companion shall reasonably request. Returns of packaging materials shall be at the expense of Crafter’s Companion.

4.2 Crafter’s Companion shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Crafter’s Companion notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Crafter’s Companion shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide Crafter’s Companion with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If Crafter’s Companion fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Crafter’s Companion shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the failure of the Customer to provide Crafter’s Companion with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to take delivery of the Goods within 3 Business Days of Crafter’s Companion notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the failure of Crafter’s Companion to comply with its obligations under the Contract:

4.6.1 delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which Crafter’s Companion notified the Customer that the Goods were ready; and

4.6.2 Crafter’s Companion shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day on which Crafter’s Companion notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Crafter’s Companion may resell or otherwise dispose of part or all of the Goods.

4.8 The Customer shall not be entitled to reject the Goods if Crafter’s Companion delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

4.9 Crafter’s Companion may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5 QUALITY

5.1 Crafter’s Companion:

5.1.1 warrants that on delivery, and for a period of 6 months from the date of delivery, (warranty period) any Goods manufactured by Crafter’s Companion shall:

(a) conform with their description;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by Crafter’s Companion; and

5.1.2 shall, in respect of any Goods provided by but not manufactured by Crafter’s Companion, where possible, pass on the benefit of any third party manufacturer’s warranties, but otherwise gives no warranty in respect of such Goods.

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing to Crafter’s Companion during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 Crafter’s Companion is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by Crafter’s Companion) returns such Goods to the place of business of Crafter’s Companion at the cost of Crafter’s Companion,

Crafter’s Companion shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Crafter’s Companion shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1in any of the following events:

5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; or

5.3.2 the defect arises because the Customer failed to follow the oral or written instructions of Crafter’s Companion as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or

5.3.3 the defect arises as a result of Crafter’s Companion following any drawing, design or specification supplied by the Customer; or

5.3.4 the Customer alters or repairs such Goods without the written consent of Crafter’s Companion; or

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, Crafter’s Companion shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 5.1.

5.5 Subject to clause 5.1.1, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Crafter’s Companion.

6 TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of the following events:

6.2.1 Crafter’s Companion receives payment in full (in cash or cleared funds) for the Goods and any other goods that Crafter’s Companion has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 hold the Goods on fiduciary basis as Crafter's Companion’s bailee;

6.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the property of Crafter’s Companion;

6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.5 notify Crafter’s Companion immediately if it becomes (or is aware (or ought reasonably to be aware) that it is likely to become) subject to any of the events listed in clause 8.2; and

6.3.6 give Crafter’s Companion such information relating to the Goods as Crafter’s Companion may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Crafter’s Companion receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 it does so as principal and not as the agent of Crafter’s Companion; and

6.4.2 title to the Goods shall pass from Crafter’s Companion to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2then, without limiting any other right or remedy Crafter’s Companion may have:

6.5.1 the right to resell the Goods by the Customer or use them in the ordinary course of its business ceases immediately; and

6.5.2 Crafter’s Companion may at any time:

(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7 PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the published price list of Crafter’s Companion in force as at the date of delivery.

7.2 Crafter’s Companion may, by giving notice to the Customer at any time up to 30 (thirty) days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1 any factor beyond the control of Crafter’s Companion (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or

7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Crafter’s Companion adequate or accurate information or instructions.

7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. Delivery costs apply to Orders in addition; such costs are set out at the Delivery Information section of the Crafter’s Companion trade website at www.crafterscompaniontrade.co.uk or such other website or catalogue as Crafter’s Companion may specify from time to time.

7.4 The Customer will pay carriage charges in addition if the Goods are to be delivered by Crafter's Companion. If the Goods are to be delivered by Crafter's Companion to any other destination outside of mainland Great Britain (including offshore islands), the carriage charges will be specifically quoted by Crafter's Companion.

7.5 A minimum nett goods invoice value charge of £75 (seventy five pounds) or a Euro equivalent applies to each Order.

7.6 The price of the Goods is exclusive of amounts in respect of value added tax or other sales taxes. The Customer shall pay to Crafter’s Companion such additional amounts in respect of such taxes as are chargeable on the supply of the Goods. Further, Goods purchased for delivery to locations outside the UK may be the subject of import duties and taxes levied when the Goods arrive in the jurisdiction of the delivery destination. The Customer is responsible for the payment of any such import duties or taxes. Crafter’s Companion is not aware of and has no control over any such duties or taxes and cannot predict their amount, if any. Customers concerned as to the amount of such duties and taxes should contact the customs office in the delivery jurisdiction for further information before placing Orders.

7.7 Crafter’s Companion may invoice the Customer for the Goods on or at any time after the completion of delivery. Customers with credit accounts will be invoiced electronically from time to time or, at the discretion of Crafter’s Companion, on a monthly basis. Credit terms may be withdrawn and/or revoked in writing at any time at the absolute discretion of Crafter’s Companion without notice. The effect of any such action will be to render outstanding invoices due with immediate effect unless Crafter’s Companion states expressly to the contrary when giving notice of the withdrawal of revocation.

7.8 The Customer shall pay the invoice in full and in cleared funds within 30 (thirty) days of the date of the invoice, unless otherwise agreed in writing. Payment shall be made to the bank account nominated in writing by Crafter’s Companion. Time of payment is of the essence.

7.9 If the Customer fails to make any payment due to Crafter’s Companion under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Crafter’s Companion may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Crafter’s Companion to the Customer.

8 TERMINATION AND SUSPENSION

8.1 If the Customer becomes subject to any of the events listed in clause 8.2, Crafter’s Companion may terminate the Contract with immediate effect by giving written notice to the Customer.

8.2 For the purposes of clause 8.1, the relevant events are:

8.2.1 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

8.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

8.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

8.2.4 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

8.2.5 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

8.2.6 the holder of a qualifying charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;

8.2.7 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

8.2.8 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1to clause 8.2.7(inclusive);

8.2.9 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; and

8.2.10 the financial position of the Customer deteriorates to such an extent that in the opinion of Crafter’s Companion the capability of the Customer to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without limiting its other rights or remedies, Crafter’s Companion may suspend provision of the Goods under the Contract or any other contract between the Customer and Crafter’s Companion if the Customer becomes subject to any of the events listed in clause 8.2.1to clause 8.2.8, or Crafter’s Companion reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.4 From time to time Crafter’s Companion may take action to protect itself from damage that might otherwise be incurred for example (and without limitation) through association with disreputable businesses or with customers who fail to adhere to these Conditions. Crafter’s Companion may decline Orders, terminate Contracts or close trade accounts at its absolute discretion and will not enter into correspondence on the subject.

8.5 On termination of the Contract for any reason the Customer shall immediately pay to Crafter’s Companion all of the outstanding unpaid invoices and interest of Crafter’s Companion.

8.6 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

8.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9 LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the liability of Crafter’s Companion for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

9.1.2 fraud or fraudulent misrepresentation; or

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.1.4 defective products under the Consumer Protection Act 1987; or

9.1.5 any matter in respect of which it would be unlawful for Crafter’s Companion to exclude or restrict liability.

9.2 Subject to clause 9.1:

9.2.1 Crafter’s Companion shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a) any loss of profit;

(b) any loss of business;

(c) any depletion of goodwill or similar losses;

(d) any loss of goods;

(e) any loss of contract;

(f) any loss of use;

(g) any or loss or corruption of data or information; or

(h) any other special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising under or in connection with the Contract; and

9.2.2 the total liability of Crafter’s Companion to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.

10 INDEMNITY

10.1 The Customer shall indemnify and keep indemnified Crafter's Companion against all losses, damages, costs, claim, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by Crafter's Companion in connection with, or paid or agreed to be paid by Crafter's Companion:

10.1.1 in settlement of, any claim for infringement of any third party intellectual property rights (including but not limited to patents, registered designs, trade marks or copyright) which results from Crafter's Companion’s use of the Customer’s specification instructions, or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of Crafter's Companion; and/or

10.1.2 in consequence of the Customer’s failure (or the failure by any person in the Customer’s onward supply chain) to adhere to any licence terms relating to any third party good sold by Crafter’s Companion (including without limitation software, DVDs, music CDs and similar products).

11 FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12 GENERAL

12.1 Assignment and other dealings.

12.1.1 Crafter’s Companion may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Crafter’s Companion.

12.2 Notices.

12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or email.

12.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

12.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.3 Severance.

12.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.3.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Crafter’s Companion. Notwithstanding the foregoing, Crafter’s Companion may revise and amend these Conditions from time to time to reflect (without limitation) changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in the capabilities of its systems. The Customer will be subject to the policies and Conditions in force at the time that it places its Order, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to Orders previously placed), or if Crafter’s Companion notifies the Customer of the change to those policies or these Conditions before accepting the Customer’s Order (in which case Crafter’s Companion may assume that the Customer has accepted the changes unless it notifies Crafter’s Companion to the contrary within seven Business Days of delivery).

12.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).