TERMS AND CONDITIONS
Application and entire agreement
1. These Terms and Conditions shall apply to the purchase of the goods detailed in our quotation or Order Confirmation (Goods) by the buyer (“you”) from Carvansons Ltd, a company registered in England and Wales with company number 08656189 whose registered office is at Knowsley Park Way, Knowsley Road Industrial Estate, Haslingden, Rossendale, Lancashire, BB4 4RS, United Kingdom (“We”, “us”, or “our”).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation/order confirmation /order confirmation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation/order confirmation (together, the Contract) shall apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. “Business Day” means any day other than a Saturday, Sunday or bank holiday in England and Wales, when banks in London are open for business.
5. “Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.
6. “Claims” means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
7. “Contract” means the contract between you and us for the sale and purchase of the Goods in accordance with these Terms and Conditions.
8. “Goods” means the goods (or any part of them) set out in the Order Confirmation or our quotation.
9. “Losses” means all losses including without limitation any financial, direct, indirect or consequential losses, loss of profit, loss of reputation and all damages, interests, penalties and legal costs (calculated on a full indemnity basis) and any other costs and expenses of any nature whatsoever arising from it.
10. “Order Confirmation” means your order for the Goods, as set out in your acceptance of our quotation, or in the purchase order form.
11. “Specification” means any specification for the Goods, including any related plans, that is agreed in writing between you and us.
12. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
13. A reference to a party includes its successors and permitted assigns.
14. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
15. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
16. A reference to writing or written excludes fax but not email.
17. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
18. Words imparting the singular number include the plural and vice-versa.
Basis of contract
19. These terms and 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 law, trade custom, practice or course of dealing.
20. The Order Confirmation constitutes an offer by you to purchase the Goods in accordance with these Terms and Conditions. You are responsible for ensuring that the terms of the Order Confirmation and any applicable Specification submitted by you are complete and accurate.
21. The Order Confirmation shall only be deemed to be accepted when we issue a written acceptance of the Order Confirmation, at which point and on which date the Contract shall come into existence.
22. You waive any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your documents that is inconsistent with these Terms and Conditions.
Goods
23. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation or Order Confirmation. In accepting the quotation or Order Confirmation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us.
24. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by you, you shall indemnify us 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 reasonable professional costs and expenses) suffered or incurred by us connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This clause 24 shall survive termination of the Contract.
25. Descriptions of the Goods set out in our sales documentation are intended as a guide only. Any samples, descriptive matter or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
26. We reserve the right to make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price
27. The price (Price) of the Goods is set out in our quotation or Order Confirmation current at the date of your order or such other price as we may agree in writing. If no price is quoted, the price set out in our published price list in force as at the date of delivery.
28. We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a. any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b. any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
c. any delay caused by any instructions of you or your failure to give us adequate or accurate information or instructions.
29. Any increase in the Price under the clause above will only take place after we have told you about it.
30. You may be entitled to discounts. Any and all discounts will be at our absolute discretion.
31. The Price is exclusive of fees for packaging, transportation, insurance and delivery, which shall be invoiced to you.
32. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority, which you shall additionally be liable to pay us at the prevailing rate.
Cancellation and alteration
33. Details of the Goods set out in our sales documentation are subject to our alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
34. A quotation given by us (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time. A quotation for the Goods given by us shall not constitute an offer.
35. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation or Order Confirmation.
Payment
36. We will invoice you for the Price either:
a. on or at any time after despatch of the Goods; or where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods,
b. at any time after we have notified you that the Goods are ready for collection, or we have tried to deliver them.
37. You must pay the Price within 30 days of the end of the month date of our invoice (Nett Monthly) or otherwise according to any credit terms agreed in writing between us.
38. You must pay the Price in full and in cleared funds to a bank account nominated in writing by us.
39. You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
40. If you do not pay within the period set out above, we will suspend any further deliveries to you, and without limiting any of our other rights or remedies for statutory interest, we will charge you interest at the rate of 4% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
41. Time for payment will be of the essence of the Contract between us and you.
42. All payments must be made in the currency stated on the sales invoice unless otherwise agreed in writing between us.
43. All amounts due under these Terms and Conditions shall be paid in full without any deduction, set-off, counterclaim, or withholding (other than any deduction or withholding of tax as required by law).
Minimum Order Requirement
44. Minimum Order Requirement: All orders placed with us must either meet a minimum quantity of 5kgs of the Goods or meet a minimum quantity value of £1,000 excluding transport charges, delivery fee and VAT. If the Orders do not meet this minimum requirement, a surcharge will be applied to bring the Orders up to minimum threshold.
45. If Orders are made outside of United Kingdom, the minimum quantity value shall be $1,000 or EUR 1,000 (whichever applicable) excluding transport charges, delivery fee and VAT or any other similar sale or fiscal tax applying to the sale of the Goods.
46. Exceptions: We may, at our absolute discretion, accept orders below the minimum quantity for specific products or promotional events. Any exceptions will be communicated in writing prior to order confirmation.
47. Modification of Minimum Quantity: We reserve the right to modify the minimum order quantity at any time. Customers will be notified of any changes prior to placing their orders.
Delivery
48. We will arrange for the delivery of the Goods to the address specified in the quotation or Order Confirmation, or your order or to another location we agree in writing (Delivery Location).
49. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
50. You shall be responsible for providing adequate labour and facilities at the delivery points for unloading Goods ordered by you. You shall be responsible and liable for any Claims, liabilities, costs, expenses, damages and Losses suffered or incurred by us arising out of or in connection with any Claims made against us from unloading the Goods to you.
51. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
52. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 6 pm.
53. If you do not take delivery or collection of the Goods we may, at our discretion and without prejudice to any other rights:
a. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
b. make arrangements for the redelivery of the Goods and will charge you for all related costs and expenses of such redelivery (including, but not limited to insurance); and/or
c. after 20 Business Days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
54. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
55. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
56. Subject to clauses 84 and 86, all Claims for transit damage or loss must be submitted in writing with reasonable details by you to both the carrier and us within 2 working days of delivery. In the case of non-delivery of the whole consignment, the Claims must be submitted in writing with reasonable details to the carrier and us within 7 days of your receipt of notification of the despatch of the Goods. In the absence of the Claims within these time limits, the Goods shall be deemed to have been properly delivered to you.
57. If we fail to deliver the Goods or to perform of any of its obligations under the Contract due to any act or omission by you or failure by you to perform any relevant obligations including but not limited to ensuring the Order is complete and accurate, taking delivery of the Goods, giving adequate delivery instructions at the time stated for delivery or providing adequate labour and facilities at the delivery point for unloading Goods (Customer Default):
a. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from the Customer Default; and
b. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default including but not limited to storage, insurance, delivery, loss of profits on unsold Goods.
58. If we fail to deliver the Goods for any other reason other than a circumstance beyond our control or the Customer Default, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
59. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
60. Where the Goods are supplier for export from the United Kingdom, you 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 on them. You shall be responsible for arranging testing and inspection of the Goods before shipment of the Goods. We shall not be liable for any defects in the Goods which would have been apparent on inspection and which is made after shipment, or in respect of any damage during the transit of the Goods.
Quality of Goods
61. Upon delivery of the Goods, the Goods should:
a. conform in all material respects with their description and any applicable Specification; and
b. be free from material defects in design, material and workmanship.
Inspection and acceptance of Goods
62. You must inspect the Goods on delivery or collection. Acceptance of the Goods will be deemed to be accepted by you 3 days after the delivery of the Goods.
63. Subject to clauses 84 and 86, if you identify any defects, damages or shortages on the Goods, you must inform us in writing within 2 days of delivery or collection, providing reasonable details to us.
64. Other than by agreement, we will only accept returned Goods if we have carried out an inspection and are satisfied that those Goods do not comply with the specifications set out in clause 61.
65. Subject to your compliance with these Terms and Conditions, you may return the Goods and we reserve the right to repair, replace the defective Goods, or refund or credit the sums paid by you for the Goods if you have already paid such sums.
66. You shall return the defective Goods or any of the Goods claimed to be defective to us if requested by us.
67. The replacement Goods will be delivered to you at the original place of delivery, but otherwise subject to the agreement in writing between us.
68. We shall not be liable for the Goods that fail to comply with the specifications set out in clause 61 if:
a. if you fail to provide notice as set out in clause 63;
b. you make any further use of such Goods after giving notice in accordance with the clause above relating to damages and shortages;
c. the defect arises because you failed to follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
d. the defect arises as a result of us following any instructions, design or specification supplied by you;
e. the defect arises from normal wear and tear of the Goods;
f. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties;
g. the fragrance or final product does not perform as expected in the final product; or
h. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
69. You bear the risk and cost of returning the Goods to us.
Risk and title
70. The risk in the Goods shall pass to you on completion of delivery.
71. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for:
a. the Goods; and
b. any other goods or services that we have supplied to you in respect of which payment has become due.
72. Until title to the Goods has passed to you, you must
a. hold the Goods on a fiduciary basis as our bailee;
b. store the goods separately from all other goods held by you so that they remain readily identifiable as our property;
c. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
d. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
e. notify us immediately if it becomes subject to any of the events listed in clause 75 (b) to clause 75 (e);
f. give us such information as we may reasonably require from time to time relating to the Goods and your ongoing financial position.
73. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
74. If you sell the Goods, the proceeds of sale shall be held in trust for us in a separate account until the date of full payment for the Goods.
Termination
75. Without limiting our other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if:
a. you commit a material breach of any term of the Contract;
b. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
c. your financial position deteriorates so far as to reasonably justify our opinion that your ability to give effect to the terms of the Contract is in jeopardy.
d. You take any step or enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
e. you take any step or convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are led with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
76. Without limiting our other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between us if you become subject to any of the events listed in clause 75 (b) to clause 75 (e), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
77. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
78. On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
79. Termination of the Contract, however arising, shall not affect our rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
80. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Limitation of liability
81. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
82. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
83. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
84. Except in respect of liabilities which cannot legally be limited such as death or personal injury caused by negligence, or fraud or fraudulent misrepresentation, we shall not be liable (whether caused by our employees, agents or otherwise) to you for:
a. any indirect, special or consequential loss, damage, costs, or expenses;
b. loss of profits;
c. loss of anticipated profits or savings;
d. loss of sales or business;
e. loss of agreements or contracts;
f. loss of data;
g. loss of damage to reputation or goodwill; business interruption; or, other third party claims;
h. loss of use or value;
i. any consequential loss or damage, costs, expenses that are unforeseeable;
j. any Claims for consequential compensation whatsoever (and whether caused by the negligence of the company, its employees or agents or otherwise) which arises out of or in connection with the use or resale of the Goods by the Customer; or
k. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or any losses caused directly or indirectly by any failure or breach by you in relation to your obligations;
l. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
85. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
86. Subject to clauses 68, 84, and 85, our total liability to you under or in connection with this Contract, whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, for all other loss or damage shall be limited to the sums paid by you to us under this Contract. You agree and acknowledge that it is both reasonable and acceptable for us to exclude or limit our liability in this way.
87. The clauses in respect of the limitation of liability under these Terms and Conditions shall survive termination of the Contract.
Indemnity
88. You shall be liable and be responsible for all Claims, demands, proceedings, fines, liability (whether in criminal or civil, in contract, tort or otherwise) and Losses to the Company, Company employees and third parties, or third party Losses by reason of or arising out of the Goods resold or resupplied by you to the third party.
89. If any third party makes a claim, or notifies an intention to make a claim, against you which may reasonably be considered likely to give rise to a liability under this indemnity, you shall:
a. give written notice of the Claim to us soon as reasonably practicable, specifying the nature of the claim in reasonable detail;
b. give full control of any proceedings or negotiations in connection with any such claim to us;
c. give us all reasonable assistance and access to its premises and its officers, directors, employees, agents, representatives or advisers, and to any of your relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies for the purpose of any such claim, proceedings or negotiations;
d. not make any admission of liability, agreement, compromise, pay or accept any such claim or proceedings without our prior written consent;
e. do nothing which would or might invalidate any policy of insurance or insurance cover which you have in place and we will not be liable for any such policy or Claims.
f. acknowledge and agree that we shall be entitled to the benefit of all damages and costs (if any) awarded to you, which are payable by, or agreed with your consent, to be paid by any other party in respect of any such claim; and
g. take any steps that may be reasonably requested by us to mitigate or reduce any such loss, damages, costs or expenses.
90. Clauses 88 to 89 (all inclusive) shall survive termination of the Contract.
Communications
91. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
92. Notices will be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume;
c. on the fifth Business Day following mailing, if mailed by national ordinary mail; or
d. on the tenth Business Day following mailing, if mailed by airmail.
93. All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.
94. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Data protection
95. When providing the Goods to you, we may gain access to and/or acquire the ability to transfer, store or process personal data of your employees.
96. The parties agree that where such processing of personal data takes place, you shall be ‘data controller’ and we shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
97. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
98. We shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions or as requested by and agreed with you.
99. We shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
100. We shall not disclose Personal Data to any third parties other than our employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
101. We shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on your behalf. Further information about our approach to data protection are specified in its Data Protection Policy, which can be found attached to invoices. For any enquiries or complaints regarding data privacy, please contact hello@carvansons.co.uk.
Circumstances beyond the control of either party
102. We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, pandemic, epidemic, labour or trade disputes or strikes, non-performance by suppliers, any law or action taken by government or public authority including without limitation imposing an export or import restriction or regulations, quota or prohibition, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond our control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, you may terminate the Contract by giving 30 days’ written notice to us.
Assignment and other dealings
103. We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
104. You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
Entire agreement
105. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Variation
106. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No Waiver
107. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy by us. A delay or failure to exercise, or the single or partial exercise of, any right or remedy form us shall not waive that or any other right or remedy, nor shall prevent or restrict us the further exercise of that or any other right or remedy.
Severance
108. If any provision or part-provision of the Contract 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 clause, 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.
Law and jurisdiction
109. This Agreement shall be governed by and interpreted according to the laws of England and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.