Cooper Ward Limited

Standard Terms and Conditions


1   Definitions

Buyer – the person who buys or agrees to buy the goods from the seller.

Conditions – the standard terms and conditions of sale as set out in this document specifically include any other terms and conditions in a formal quotation or otherwise agreed in writing by the seller.

Goods – the articles which the buyer agrees to buy from the seller.

Price – the price for the goods, excluding VAT and any carriage, packaging and insurance costs except as specifically detailed in a written quotation.

Seller – means Cooper Ward Limited of Bourne Lane, Beenham, Berkshire, RG7 5NY, company number 1859521.


2  Conditions

2.1 These conditions shall form the basis of the contract between the seller and the buyer in relation to the sale of goods, to the exclusion of all other terms and conditions which the buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for goods shall be deemed to be an offer by the buyer to purchase goods from the seller pursuant to these conditions.

2.3 Acceptance of delivery of the goods shall be deemed to be conclusive evidence of the buyer’s acceptance of these conditions.

2.4 These conditions, as may be varied, or extended, in writing as part of a formal quotation and specific to the transaction detailed in that quotation, represent the whole of the agreement between the seller and the buyer.  They supersede any other conditions previously issued.


3  Price

3.1 The price shall be the price quoted in pounds sterling or in euros on the seller’s formal quotation.

3.2 The price is exclusive of VAT which shall be due at the rate in force on the date of the sellers invoice, and also does not include local taxes which may apply in the destination territory.


4  Payment and Interest

4.1 Payment of the price and VAT, where applicable, shall be due within 30 days of  the date of the seller’s invoice except for buyers in EU countries who will pay the locally applicable VAT in country.

4.2 The preferred method of payment is via BACS for which purpose the seller’s bank account details are included on invoices.

4.3 Interest on overdue invoices shall accrue from the date when payment becomes due, calculated on a daily basis until the date of payment at the rate of 12% per annum above the Bank of England base rate from time to time in force.  Such interest shall accrue after, as well as before any judgement.

4.4 The buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the seller.


5  Goods

5.1 The quantity and description of the goods shall be as set out in the seller’s formal quotation.


6  Warranties

6.1 The seller warrants that the goods will at the time of delivery correspond to the description given by the seller in the formal quotation.

6.2 Seller provides return to depot warranty on goods for the time specified in quotation.  Depot for these purposes being Cooper Ward’s office in the UK.


7  Delivery of the Goods

7.1 Delivery of the Goods shall be made to the Buyer’s address as identified on their purchase order, or to a project site in the UK or EU where such delivery address is included in the formal quotation.

7.2 The Buyer shall make all arrangements necessary to accept delivery of the goods at the agreed address on or about the day notified by the seller for delivery.

7.3 The seller undertakes to use reasonable endeavours to dispatch the    goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

7.4 The seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the goods.  If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.

7.5 If the buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the goods are ready for despatch, the seller shall be entitled to store and insure the goods and to charge the buyer the reasonable costs of so doing.


8  Acceptance of the Goods

8.1 The buyer shall be deemed to have accepted the goods 48 hours after delivery to the buyer.

8.2 The buyer shall carry out a thorough inspection of the goods within 48 hours of delivery and shall give written notification to the seller within 5 working days of delivery of the goods of any defects which a reasonable examination would have revealed.

8.3 Where the buyer has accepted, or has been deemed to have accepted, the goods the buyer shall not be entitled to reject goods that are not in accordance with the contract.


9 Title and Risk

9.1 Risk shall pass on delivery of the goods to the buyer’s address or acceptance on project site where this has been agreed in writing as the buyer’s preferred delivery address.

9.2 Notwithstanding the earlier passing of risk, title in the goods shall remain with the seller and shall not pass to the buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3 Until title passes the buyer shall hold the goods as bailee for the seller and shall store or mark them so that they can always be identified as the property of the seller.

9.4 The seller may at any time before title passes and without any liability to the buyer:

  1. repossess and dismantle and use or sell all or any of the goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
  2. for that purpose (or determining what if any goods are held by the buyer and inspecting them) enter any premises of or occupied by the buyer.

9.5 The seller may maintain an action for the price of any goods notwithstanding that title in them has not passed to the buyer.


10  Carriage of Goods

10.1 Delivery to project sites within the UK and EU acceptable to the seller is included in the price where indicated in the formal quotation.  Carriage and insurance will be chargeable on all other sales.


11 General

11.1 No waiver by seller of any breach of Contract of these conditions by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.2 These conditions and the contract shall be governed by and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.