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Categories Categories Brands Brands - Home - Conditions Conditions 1.1 In these Conditions: Buyer means the person whose order for the Goods is accepted by the Seller; Conditions means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller; Contract means the contract for the purchase and sale of the Goods which is governed by these Conditions (as may be varied only by a writing signed by the duly authorised representatives of the Buyer and Seller respectively); Goods means the Goods (including any installment of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions; Seller means The CB Shack whose registered office is at Unit 1, Poplar 2000 Services, Cliff Lane, Lymm, Cheshire WA13 0SP United Kingdom. Writing includes email, telex, cable, facsimile transmission and any other comparable means of communication, and written shall be construed accordingly; 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation. BASIS OF THE SALE 2.1 It is a condition precedent of the Contract that the Buyer is or is acting solely on behalf of a commercial entity (which may include sole traders and partnerships but in no event consumers or private individuals who intend to purchase Goods for personal use), and the Buyer represents and warrants that he is or is acting solely on behalf of a such a commercial entity. 2.2 To order Goods through this website, you must be at least 18 years of age. 2.3 [Goods are presented on this website as an invitation to treat only with businesses based in the UK. Goods are ordinarily delivered in the UK only]. 2.4 English is the only language offered for the conclusion of this contract with a Buyer. 2.5 The Seller will treat each order for Goods as an offer by the Buyer to purchase the Goods on the terms set forth in these Conditions subject to the Sellers acceptance or rejection of such offer. 2.6 The Buyer is advised to read these Conditions carefully and print a copy for future reference. The Buyers submission of an order indicates the Buyers acceptance of these Conditions as the exclusive terms of the Contract. If the Buyer wishes to vary these Conditions, the Buyer must not place an order through this website, but should instead contact the Seller at The CB Shack, Unit 1, Poplar 2000 Services, Cliff Lane, Lymm, Cheshire. No variation to these Conditions will be binding unless agreed in a writing signed by the duly authorised representatives of the Buyer and Seller respectively. 2.7 The Buyer is advised to review the Conditions prior to placing each order as the Seller may modify the Conditions from time to time. The version of the Conditions posted on the Sellers website at the time that the Buyer places an order will apply to that order unless otherwise agreed in a writing signed by duly authorised officers of the Buyer and Seller respectively. 2.8 The Sellers employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed. 2.9 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. 2.10 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller either in hard copy or any electronic medium shall be subject to correction without any liability on the part of the Seller. The Seller shall take all reasonable steps to bring any such correction to the Buyers attention. 2.11 The Seller will retain an electronic or paper copy of these Conditions and each order accepted by the Seller in either electronic or paper form for one year after receipt of such order. ORDERS AND SPECIFICATIONS 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Sellers authorised representative. 3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. The Seller is advised to review in advance the instructions on the website concerning how to place an order. 3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller?s use of the Buyers specification. 3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Sellers specification, which do not materially affect their quality or performance. 3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation. 3.6 Where Goods other than the Sellers standard products are made by the Seller to the Buyers order, the Goods may vary in accordance with normal trade tolerances from dimensions specified by the Buyer in the order and the Buyer shall not be entitled to make any claim against the Seller in respect of any such variations. 3.7 Notwithstanding that a sample of the Goods be exhibited to and inspected by the Buyer, such sample is so exhibited or inspected solely to enable the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the said sample, and subject to the normal variation between the bulk and sample accepted by the trade. 3.8 The Seller will send to the Buyer an acknowledgement in writing once the Buyers order has been received. No binding Contract shall be created until the Seller has expressly accepted the order submitted by the Buyer in writing or made delivery or part delivery of the Goods (whichever occurs earlier). 3.9 Without prejudice to the generality of the foregoing any particular purpose for which the Buyer proposes to use the Goods shall be deemed not to be known by or have been made known to the Seller unless specifically recorded in a schedule signed by one of the Sellers directors. The Buyer hereby acknowledges that any purpose stated in such schedule shall be deemed to have been specified by the Buyer. PRICE 4.1 The price of the Goods shall be the Sellers online quoted price or, where no price has been quoted online (or a quoted price is no longer valid), the price listed in the Sellers published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller?s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. If a price has been advertised incorrectly due to a genuine error, the seller has got the right to advise the buyer, correct the mistake as soon as possible, and withdraw from the sale. 4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. 4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works the Seller basis, and where the Seller agrees to deliver the Goods otherwise than at the Sellers premises, the Buyer shall be liable to pay the Sellers charges for transport, packaging and insurance. 4.4 The price is inclusive of any applicable value added tax. 4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date. TERMS OF PAYMENT 5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. 5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the Sellers invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. 5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 5.3.1 cancel the Contract or suspend any further deliveries to the Buyer; 5.3.2 demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from the Buyer; 5.3.3 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and 5.3.4 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four (4) per cent per annum above NatWest Bank plc base rate from time to time, until payment in full is made. 5.4 In the case of export orders, payment shall be in pounds sterling unless otherwise agreed in writing signed by the Sellers authorised representative. EXPORT TERMS 6.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail. 6.2 Where Goods are supplied for export from the United Kingdom, the provisions of this clause 6 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions. 6.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon. 6.4 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered FOB to the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 6.5 The Buyer shall be responsible for arranging for inspection of the Goods at the Seller?s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit. 6.6 The Buyer undertakes not to offer the Goods for resale in any other country notified by the Seller to the Buyer at or before the time the Buyers order is accepted, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country. INSOLVENCY OF BUYER 7.1 This clause applies if: 7.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or 7.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or 7.1.3 the Buyer ceases, or threatens to cease, to carry on business; or 7.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. 7.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and if any of the Goods have not been delivered the Seller may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. RISK 8.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 8.1.1 in the case of Goods to be delivered to the Buyer at the Sellers premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 8.1.2 in the case of Goods to be delivered otherwise than at the sellers premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. 8.2 The Buyer shall insure the Goods from the date of their delivery to him until their title has passed to him and the Seller shall be entitled to call for details of the insurance policy. 8.3 If the Buyer does not insure the Goods or fails to supply details of its policy on demand to the Seller then the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the Goods during the whole or any part of the period from the date of the Sellers delivery of the Goods until the date of payment to the Seller of the price. TITLE RETENTION 9.1 Until the purchase price of the Goods comprised in this or any other contract between the Seller and the Buyer and all other sums whatsoever which are or shall become outstanding from the Buyer to the Seller shall have been paid or satisfied in full (and if by cheque, then only upon clearance): 9.1.1 The property in the Goods remains vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein) and the Buyer shall hold the Goods as a bailee and be fully accountable to the Seller in respect thereof until such time as the Seller has received payment in full for all goods supplied. 9.1.4 The Buyer may sell the Goods in the normal course of its business and may pass good title to its customer being a bona fide purchaser for value without notice of the Sellers rights. 9.2 Nothing in these Conditions shall: 9.2.1 entitle the Buyer to return the Goods or to delay payment thereof; or 9.2.2 constitute or be deemed to have constituted the Buyer as the sellers agent; or 9.2.3 render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the Goods; or 9.2.4 prevent the Seller from maintaining an action for the price notwithstanding that the property in the Goods may not have passed to the buyer. LIEN The Seller retains a general lien on any of the Buyers equipment or materials in its possession for any unpaid balance the Buyer may owe to the Seller. The Seller shall be entitled to sell such equipment or materials in the event that payment is not made in full within 28 days of notice given to the Buyer by the Seller of its exercise of the lien. The proceeds of sale may be taken by the Seller for reimbursement of the expense of exercise of the lien and the sale, and payment of the said balance, and the Seller shall account for any surplus. DELIVERY 11.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Sellers premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. 11.2 Any dates quoted for delivery of the Goods are approximate only and Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 11.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 11.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Sellers reasonable control or the Buyers fault, and the Seller is accordingly liable to the Buyer, the Sellers liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 11.5 If the Buyer falls to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the seller?s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: 11.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 11.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage insurance and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. 11.6 It is the Buyers responsibility to notify the Seller of any incorrect Goods supplied within 3 days of delivery. If the items are not what the Buyer has ordered, the Buyer must not open the manufacturers packaging or use the item. GUARANTEE 12.1 The Seller hereby guarantees to the Buyer that:- 12.1.1 The Seller shall free of charge either repair or, at its option, replace defective Goods [which have been manufactured or designed by the Seller] where the defects appear under proper use within 6 (six) months from the date of their initial use or 12 (twelve) months from delivery or such other period or periods as may be agreed in writing between the Seller and the Buyer whichever is the first to expire, PROVIDED THAT: 12.1.1.1 notice in writing of the defects complained of shall be given to the Seller upon their appearance, and 12.1.1.2 such defects shall be found to the Seller?s reasonable satisfaction to have arisen solely from the Seller?s faulty design, workmanship or materials. 12.1.2 For the avoidance of doubt, defects will not be regarded as having arisen solely from the Seller?s faulty design, workmanship or materials in any of the following circumstances: 12.1.2.1 where such defects arise from any drawing, design or specification supplied by the Buyer; or 12.1.2.2 where such defects arise from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller?s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller?s approval; or 12.1.2.3 where such defects arise in parts, materials, or equipment which have not been manufactured or designed by the Seller but have been purchased at the Buyers request by the Seller from their designer and manufacturer or from some other third party ("the Third Party Supplier"), or 12.1.2.4 where such defect can be attributed to the original manufacturers of the Goods. 12.1.3 Any repaired or replaced Goods shall be redelivered to the Buyer free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions. 12.1.4 Alternatively to Condition 12.1.1, the Seller shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price shall already have been paid by the Buyer to the Seller, or, if such price has not been paid, to relieve the Buyer of all obligation to pay the sum by the issue of a credit note in favour of the Buyer in the amount of such price. 12.2 The Buyer agrees to insure itself against loss and damage arising in the circumstances identified in clause 12.1.2. 12.3 In respect of all Goods supplied to the Seller by a Third Party Supplier the Seller will pass on to the Buyer (in so far as possible) the benefit of any warranty given to the Seller by such Third Party Supplier and will (on request) supply to the Purchaser details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such Third Party Supplier and the Buyer shall be solely responsible to the entire exclusion of the Seller from complying with the same. 12.4 The Seller?s liability under this Condition shall be to the exclusion of all other liability to the Buyer whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and subject to Conditions 12.7, 12.8 and 12.9 all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever. 12.5 Subject to Conditions 12.7, 12.8 and 12.9 and notwithstanding anything contained in these Conditions (other than Conditions 12.7, 12.8 and 12.9) or the Contract, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenue, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever. 12.6 Subject to Conditions 12.7, 12.8 and 12.9 and notwithstanding anything contained in these Conditions (other than Conditions 12.7, 12.8 and 12.9) or the Contract, the Seller?s liability to the Buyer in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Contract. 12.7 If and to the extent that sections 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 apply to the Contract, no provision of the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Contract by section 13(3) of the Sale of Goods Act 1979, or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract. 12.8 If and to the extent that section 2(1) of the Unfair Contract Terms Act 1977 applies to the Contract nothing in the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused by reason of the negligence of the Seller or of its servants, employees or agents. 12.9 The Goods are not intended for sale by the Seller direct to any consumer, notwithstanding the foregoing, if any sale by the Seller is deemed to fall under the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected by these Conditions. 12.10 The Seller shall not be under any liability for any failure to perform any of its obligations under the order due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this Condition, "Force Majeure" means: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery 12.11 The Buyer accepts as reasonable that the Seller?s total liability for any Goods which are defective shall be as set out in these Conditions: in fixing that limit the Buyer and the Seller have had regard to the source specification and Contract price of the Goods, their nature, the use they will receive, and the resources available to each party including servicing facilities and insurance cover, to meet any liability. HEALTH AND SAFETY The Buyers attention is drawn to the provisions of section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information on the Goods as is in the Seller?s possession to ensure that as far as is reasonably practicable they are reasonably safe and without risk to health when properly used. CONFIDENTIALITY The Seller shall use all reasonable endeavors to keep confidential all information relating to the Buyers business to the extent that the Seller safeguards information relating to its own business for so long as and to the extent that such information is and remains unpublished and is not known to the Seller at the time of disclosure by the Buyer or is not thereafter lawfully obtained by the Seller from a third party. PROTECTION OF TO SELLERS KNOW HOW 15.1 The Buyer, subject as hereinafter provided, shall be responsible for keeping and procuring to be kept secret and confidential all information (hereinafter referred to as "the Know-How") supplied by the Seller of a secret or confidential nature provided that the Seller shall first have given notice in writing to the Buyer of the secret or confidential nature of such information before so supplying it. 15.2 The obligations under this Paragraph shall cease within six months of the publication by the Seller or any third party of information comprising or being part of the Know-How to the extent of such publication, or of agreement by the Seller that such information or part thereof is in the public domain. INTELLECTUAL PROPERTY 16.1 The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in their original or translated form by the Buyer without the sellers written consent for any purpose other than that for which they were furnished. 16.2 The Seller accepts no responsibility for the accuracy of drawings, patterns or specifications supplied by the Buyer. The Buyer shall indemnify the Seller against all claims whatsoever for damages and costs and against all liability in respect of any infringement of patent or other intellectual property rights resulting from compliance with the Buyers instructions express or implied and the Buyer will indemnify the Seller against any liability in respect thereof and shall pay all costs and expenses which may be incurred by the Seller in reference to any such claim. The indemnity shall extend to any amount paid on a lawyers advice in respect of any such claim. GENERAL 17.1 The Buyer shall not assign any rights under this agreement without the prior consent in writing of one of the Sellers directors. 17.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business of such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 17.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. 17.4 If any provision 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 provisions in question shall not be affected thereby. 17.5 The Contract shall be governed by the laws of England, Wales and the parties shall submit to the sole jurisdiction of the English courts.
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Općenito Ovi uvjeti prodaje vrijede za sve isporuke i djelovanja Končar-MES d.d. u daljnjem tekstu Prodavatelja, ukoliko ne postoji posebni pismeni prodajni Ugovor ili posebno dogovoreni uvjeti za pojedinačne poslove potvrđeni od Prodavatelja i Kupca (pismo, fax, elektronička pošta). Ponude Ponuda Prodavatelja Prodavatelj će na temelju usmenog, telefonskog ili pisanog upita kupcu u najkraćem mogućem roku izraditi Ponudu. Sve ponude i njihovi uvjeti vrijede 30 dana od dana izrade, osim ako ponudom nije drugačije definirano. Sve ponude i dokumenti koje je Prodavatelj priložio ponudama (npr. skice, slike, sheme, podaci o težini i raspoloživosti) su informativne prirode i Prodavatelja ne obvezuju, osim u slučaju da Prodavatelj u pisanom obliku obavijesti kupca da je priložena dokumentacija obvezujuća. Nad dokumentacijom koja je obuhvaćena prethodnim odlomkom Prodavatelj zadržava vlasničko i autorsko pravo. Kupac ne smije tu dokumentaciju kopirati, umnažati, distribuirati ili na neki drugi način s njom upoznavati treće osobe. Prihvat ponude (ugovor ili narudžba kupca) Kupac prihvaća ponudu Narudžbom u pisanom obliku (e-mail, fax, pošta...). Narudžba mora sadržavati: točan naziv preuzimatelja i platitelja robe, porezni broj, nazive i količine tražene robe, traženi rok isporuke, način otpreme, način plaćanja. Narudžba se smatra važećom kad ju Prodavatelj pismeno potvrdi i obvezujuća je za obje strane. Svi daljnji dogovori (telefonski, telefaxom ili usmeno) kao i kasnije promjene i dopune su važeće samo ako ih Prodavatelj pismeno potvrdi. Ukoliko Kupac jednostrano odustane od Narudžbe nakon što ju je Prodavatelj pismeno potvrdio, obvezan je snositi svu štetu koja je nastala vezano uz predmetnu Narudžbu (npr. izrada dokumentacije, pripremu proizvodnje, troškovi specijalnih materijala i komponenti…) Kupac mora svoje prigovore na Potvrdu dostaviti Prodavatelju u roku od 3 dana od slanja Potvrde. Ako Kupac u tom roku u pismenom obliku ne zatraži promjene ili ne povuče Narudžbu, Prodavatelj će smatrati da je Kupac u cijelosti prihvatio uvjete iz Potvrde. Cijene Cijene se formiraju na temelju važećih kalkulativnih faktora u skladu s ponudama i potvrdom narudžbe a podrazumijevaju paritet Ex Works, Zagreb, prema Incoterms 2010. Rok isporuke Rok isporuke počinje teći idućeg dana od dana kada je Prodavatelj poslao kupcu pismeno Potvrdu i ako su ispunjeni sljedeći uvjeti: - da je Kupac prethodno ispuni sve svoje prethodno ugovorene obveze - da su usuglašeni svi tehnički detalji oko ponude - da je u cijelosti uplaćen avans, ako je dogovoren. Prodavatelj je održao rok isporuke ako je kupca obavijestio, prije isteka roka, da je roba na skladištu pripremljena za otpremu. Djelomična ili prijevremena isporuka su osnovane. Prodavatelj ima pravo produljiti rok isporuke u slučaju „više sile“ ili nepredvidivih poteškoća. Viša sila znači događaj koji je izvan kontrole Prodavatelja. Prodavatelj je dužan o svim produljenjima roka isporuke pisanim putem obavijestiti kupca. Produljenje roka isporuke ne može ni u kom slučaju dovesti do otkazivanja narudžbe, te Kupac ne može tražiti bilo kakvo obeštećenje uzrokovano produljenjem rokova isporuke. Otprema i transport robe Prodavatelj prodaje robu standardno zapakiranu za cestovni transport i natovarenu na transportno sredstvo. Vrstu i količinu robe potvrđuju zajedno Kupac i zastupnik Prodavatelja. Rizik od oštećenja ili uništenja robe prelazi s Prodavatelja na kupca u trenutku preuzimanja robe. Smatra se da je isporuka izvršena kada je proizvod preuzet od strane kupca ili njegovog prijevoznika sa skladišta Prodavatelja, te nakon isporuke sve rizike vezane uz prodani proizvod snosi Kupac. Ukoliko Kupac dobije obavijest o gotovosti robe, a ne organizira transport u razumnom roku, Prodavatelj ima pravo zaračunati troškove ležarine na vlastitom skladištu. Naplata Prodavatelj standardno podrazumijeva naplatu prema predračunu ako nije ugovorom drugačije određeno. Strane su suglasne da dužničko vjerovnički odnos nastaje s danom preuzimanja ugovorene robe a Prodavatelj se obvezuje u roku od 3 dana od dana otpreme kupcu poslati račun. Kupac vrši plaćanje doznakom na račun Končar-MES d.d. Kao dan ispunjenja obveze plaćanja, računa se dan priljeva novčanih sredstava na poslovni račun Prodavatelja. U slučaju neplaćanja isporučene robe Prodavatelj će poslati opomene za neizvršena plaćanja. Ako Kupac ne ispuni svoje obveze plaćanja, Prodavatelj može iskoristiti vlasničko pravo te tražiti od kupca povrat robe. Prodavatelj zadržava pravo da u slučaju iz prethodnog stavka odbije daljnje kupčeve narudžbe, čak i ako ih je već potvrdio, kao i zaustaviti proizvodnju i isporuku proizvoda do naplate dospjelih obveza. Eventualni prigovor vezan uz isporučeni proizvod ne oslobađa Kupca od obveze plaćanja u dogovorenom roku. Prigovori i jamstva Prodavatelj jamči da roba koju je isporučio kupcu nema oštećenja. Kupac je dužan pri preuzimanju robu pregledati. Ukoliko uoči kakav nedostatak Kupac mora takvom nedostatku prigovoriti u roku od 8 dana od preuzimanja. Za pošiljke kod kojih je uzrok za prigovor nastao kod transporta, reklamacijski zapisnik mora supotpisati i prijevoznik Prodavatelj odgovara za skrivene nedostatke koje se pokažu do 12 mjeseci od otpreme robe, osim ako nije drugačije dogovoreno i dokumentirano u pisanom obliku te će prihvatiti prigovor nedostataka ako je Kupac Prodavatelja o tome izvijestio s podacima pločice i slikom. Kupac mora robu zadržati do odluke o rješenju prigovora, u protivnom odgovara za nastalu štetu i troškove. Prodavatelj nije odgovoran za greške nastale zbog ugrađenih komponenti u proizvod koje je Kupac dostavio na ugradnju. Ako je zahtjev iz naslova prigovora zbog nedostatka osnovan, Prodavatelj će sporan proizvod popraviti ili zamijeniti u najkraćem mogućem roku na paritetu kako je reklamirani proizvod prvotno isporučen. Prodavatelj ne prihvaća nikakve dodatne troškove niti eventualne štete nastale na bilo koji način vezane uz proizvod s greškom, osim obveze da zamijeni ili popravi reklamirani proizvod na opisani način. Štoviše, sve garancije postaju nevažeće ako je Kupac sam vršio popravke ili promjene bez dobivanja prethodne pismene autorizacije Prodavatelja ili je oprema upotrebljavana na neispravan način. Budući da su podaci iz kataloga, uputa i ostalih tiskanih materijala informativne prirode, ne mogu biti osnova za prigovor. Odgovornost za informacije Kupaca Prodavateljevi kupci mogu davati daljnjem kupcu usmena i pismena tehnička objašnjenja glede uporabe proizvoda ili naprave po svojoj najboljoj stručnosti, koji Prodavatelja ni po čemu ne obvezuju. Isključeni su svi kupčevi eventualni zahtjevi prema Prodavatelju također i odštetni, za koje se ustanovi da proizlaze iz pogrešnih informacija Kupaca ili podataka u katalozima, prospektima i ostalim marketinškim materijalima. Pravo na odustajanje od ugovora ili narudžbe Strane će se pokušati prilagoditi uvjetima novonastale situacije - ako tijekom poslovanja nastanu nepredviđene smetnje, događaju koji nisu ovisni o Prodavateljevoj volji ili su nastali zbog izmijenjenih okolnosti, - ako se po sklapanju posla pokaže da ugovor ili narudžbu nije moguće ispuniti u cijelosti, ili u njenim baznim dijelovima, ili bi te okolnosti nanijele pretjerano velike gubitke Ako se nije moguće prilagoditi novonastaloj situaciji Prodavatelj ima pravo na osnovu jednostrane pisane izjave odustati od Ugovora ili narudžbe u cijelosti ili djelomično. Razloge za odustajanje mora Prodavatelj dostaviti kupcu u pisanom obliku. Ako Prodavatelj odustane od ugovora ili narudžbe u skladu odredbe ovog stavka, Kupac nema pravo zahtijevati nikakve odštete. Završne odredbe Strane će pokušati riješiti sve sporove, koji proizlaze iz međusobnog poslovanja ili su u vezi s tim poslovanjem, prije svega sporazumno. Za rješavanje sporova, koje strane ne mogu međusobno same riješiti ili ne žele prihvatiti nagodbu, nadležan je Trgovački sud u Zagrebu. KONČAR-MES d.d. 03/2014.