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Standard Terms & Conditions

These Conditions apply to any order placed by the Customer for the purchase of Cooper B-Line's Goods

1. INTERPRETATION

1.1     In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business;

Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7;

Contract: the contract between Cooper B-Line and the Customer for the supply of Goods in accordance with these Conditions;

Cooper B-Line: Cooper B-Line Limited registered in England and Wales with company number 00619241;

Customer: the person or firm who purchases the Goods from Cooper B-Line named on the Order;

Delivery Location: has the meaning set out in clause 3.2;

Force Majeure Event: has the meaning given to it in clause 13.1;

Goods: the Goods (or any part of them) set out in the Order or any replacements;

Minimum Order Value: UK orders £250. European orders £500.

Order: the Customer's order for the supply of Goods;

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

1.3     A reference to a party includes it successors or permitted assigns.

1.4     A reference to a statute or statutory provision is a reference to such statute or statutory 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.

1.5     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.

1.6     A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

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

2.2     The Order shall only be deemed to be accepted when Cooper B-Line issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.3     The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Cooper B-Line which is not set out in the Contract.

2.4     Any samples, drawings, descriptive matter or advertising issued by Cooper B-Line and any descriptions, specifications, illustrations or drawings of the Goods contained in Cooper B-Line's advertising material (including websites) are issued or published 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. Size and weights of the Goods are approximate only. The Contract is not a sale by sample.

2.5     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.

2.6     Any quotation or tender given by Cooper B-Line shall not constitute an offer, Cooper B-Line (in its sole discretion) may amend or withdraw a quotation at any time. If not withdrawn, quotations shall be valid for a period of 30 days from the date of issue subject to clause 6.2.

3. DELIVERY

3.1     Where it is necessary or requested by the Customer to dispatch the Goods in crates, cases, pallets, skids or other packaging ("Special Packaging"), Cooper B-Line will charge the Customer a Packaging Charge. If Cooper B-Line requires the Customer to return any Special Packaging, it will be clearly stated on the delivery note. The Packaging Charge will be credited in full on the return of the Special Packaging to Cooper B-Line provided that it is returned:

(a) in good condition, free from damage;

(b) within 30 days of the delivery of the Goods; and

(c) at the Customer's expense.

3.2     Cooper B-Line shall deliver the Goods to the kerbside of the location set out in the Order or such other location as the parties may agree (Delivery Location). Delivery of the Goods shall be completed on the Goods' arrival to the kerbside at the Delivery Location.

3.3     Any dates and times quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Cooper B-Line shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Where no date for delivery is specified, Cooper B-Line will deliver the Goods any time after notification to the Customer that they are ready.

3.4     If Cooper B-Line 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. Cooper B-Line shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

3.5     If the Customer fails to provide delivery details or take delivery of the Goods, then except where such failure or delay is caused by a Force Majeure Event or by Cooper B-Line's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the first Business Day following the day on which the Customer was notified that the Goods were ready; and

(b) Cooper B-Line shall store the Goods until delivery takes place, and charge the Customer for all related costs, expenses (including insurance) and a handling charge of 20% of the net value of the Order. Where Cooper B-Line incur a waiting time greater than 1 hour after the delivery time, a waiting charge of £50 per hour will be charged to the Customer.

3.6     Cooper B-Line may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract and may be invoiced separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment or the Contract.

3.7     The Customer is responsible for signing for the Goods at the Delivery Location. The Goods delivered will deem to be accepted if the Customer does not notify Cooper B-Line within 3 Business Days' of delivery of any defect in the Goods or short delivery. 3.8 Any Orders below the Minimum Order Value will attract a handling charge of £15 (or such other value that may be notified to the Customer in writing). 3.9 If the Customer requests express delivery, an additional handling charge will be applied in addition to all extra costs incurred by Cooper B-Line. 3.10 All costs, expenses and taxes incurred in the exportation of the Goods, are to be paid by the Customer.

4. QUALITY OF GOODS

4.1     Cooper B-Line warrants that on delivery the Goods shall be free from material defects in design, material and workmanship.

4.2     Subject to clause 4.3, if the Customer gives notice in writing within 5 Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1 and Cooper B-Line is given a reasonable opportunity of examining such Goods; the Customer (if asked to do so) returns such Goods to Cooper B-Line's place of business at the Customer's cost then Cooper B-Line shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3     Cooper B-Line shall not be liable for the Goods' failure to comply with the warranty in clause 4.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2;

(b) the defect arises because the Customer failed to follow Cooper B-Line's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(c) the defect arises as a result of Cooper B-Line following any drawing, design or Goods Specification supplied by or on behalf of the Customer;

(d) the Customer alters or repairs such Goods without Cooper B-Line's written consent;

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

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

4.4     Except as provided in this clause 4, Cooper B-Line shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.

4.5     The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Cooper B-Line under clause 4.2.

4.6     Cooper B-Line reserves the right to change, discontinue or modify the design, manufacture or construction of any of its Goods at its sole discretion or if required by any applicable statutory or regulatory requirements.

5. TITLE AND RISK

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

5.2     Title to the Goods shall not pass to the Customer until Cooper B-Line has received payment in full in cleared funds for:

(a) the Goods; and

(b) any other Goods that Cooper B-Line has supplied to the Customer or , costs or expenses incurred in providing the Goods in respect of which payment has become due.

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

(a) hold the Goods on a fiduciary basis as Cooper B-Line's bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Cooper B-Line's 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 on Cooper B-Line's behalf from the date of delivery;

(e) notify Cooper B-Line immediately if it becomes subject to any of the events listed in clause 9.1(c) or clause 9.1(d); and

(f) give Cooper B-Line such information relating to the Goods as it may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

5.4     If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.1(c) or clause 9.1(d), or Cooper B-Line reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Cooper B-Line may have, Cooper B-Line may at any time require the Customer to deliver up the Goods to Cooper B-Line or its agents, 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.

6. PRICES, CHARGES AND PAYMENT

6.1     The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in Cooper B-Line's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

6.2     Cooper B-Line reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Cooper B-Line that is due to:

(a) any factor beyond the control of Cooper B-Line (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

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

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give adequate or accurate information or instructions in respect of the Goods.

6.3     Payment in full and cleared funds is due prior to the delivery of the Goods, unless Cooper B-Line has agreed to provide the Customer with credit. If credit has been agreed the Customer shall pay each invoice in full and cleared funds in accordance with any specific payment terms contained on the invoice or where no specific payment terms are specified within 30 days of the date of the invoice. Payment will not be deemed to have occurred until cleared funds are received.

6.4     Where the installation services are provided by Cooper B-Line, payment terms are 10 days from completion of work.

6.5     Where the Customer is a Company, Cooper B-Line may conduct credit checks before providing credit. Cooper B-Line may at any time at its sole discretion refuse or withdraw credit to the Customer.

6.6     Time for payment shall be of the essence of the Contract.

6.7     Payment shall be made in Pound Sterling by BACS or Cheque. All cheques shall be made payable to Cooper B- Line Limited and posted to the Head Office address.

6.8     The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice, pay to Cooper B-Line such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

6.9     Without limiting any other right or remedy of Cooper B-Line, if the Customer fails to make any payment due under the Contract by the due date for payment ("Due Date"), Cooper B-Line shall have the right to charge interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England's base rate accruing from the Due Date until the date of actual payment.

6.10     The Customer must notify Cooper B-Line of any invoice discrepancies or inaccuracies within 7 days of the date of the invoice. Any such dispute shall not give rise to a right to withhold payment. 6.11 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Cooper B-Line in order to justify withholding payment of any such amount in whole or in part. Cooper B-Line may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Cooper B-Line to the Customer.

7. CLAIMS, PAYMENT DISPUTES AND DEBIT NOTES

7.1     Unless Cooper B-Line provides any other instructions at the time of acceptance of the Order (in accordance with clause 2.2), this clause 7 shall govern any claims, payment disputes, returns and debt notices.

7.2     The Customer shall operate a debit note system and apply this in accordance with the Cooper B-Line's procedure under this clause 7. Debit notes shall include Cooper B-Line's relevant invoice details and be notified to Cooper B-Line the day they are raised and shall be considered as dated the day that they are received by Cooper B-Line. Debit notes for disputes more than 7 days older than the Customer's s payment terms will not be accepted. Debit notes shall only be raised for the value of goods in dispute, not the whole invoice. Settlement discount will not be allowed on monies incorrectly withheld by direct notes later rejected.

7.3     Debit notes may be raised for the following items (a) delivery shortages; (b) faulty goods; (c) damaged goods; (d) incorrect goods supplied (i.e. not as ordered); and (e) pricing errors

7.4     A return material authorisation number (RMA) must be granted by Cooper B-Line and must clearly feature on the Customer's debit note and remittance advice note. The RMA paperwork must accompany the return to Cooper B-Line.

7.5     All requests to return goods must be agreed to in writing with Cooper B-Line to a debit note being raised. Goods received with no RMA maybe rejected at goods-in. All debit notes are only to be sent to Cooper B-Lines head office address.

7.6     Cooper B-Line reserves the right to replace products returned as faulty, in place of issuing a credit note. In circumstances where items claimed as faulty have not been opened, the goods will be returned to the Customer and no credit issued. All returned items must pass a quality inspection test before a credit note can be fully authorised.

7.7     In no circumstances may goods supplied against a confirmed order be returned without the Customer having first applied for and obtained the written consent of Cooper B-Line. A handling charge of at least 20% of the value of the goods (or £50 whichever is greater) to recover costs of re-stocking and administration, will be deducted from any credit allowed by Cooper B-Line.

7.8     All goods returned must be in a re-saleable condition, with undamaged cartons and must be in complete box quantities/minimum sales quantities, and must be in Cooper B-Line's current price list. In no circumstances will consent be given by Cooper B-Line for the return of special or bespoke products.

7.9     Where the Customer has a purchase rebate agreement with Cooper B-Line, Cooper B-Line reserves the right to deduct from any rebate payment due to the Customer, the value of any debit notes deducted from a remittance made by the Customer, but subsequently rejected by Cooper B-Line.

8. LIMITATION OF LIABILITY:

8.1     Nothing in these Conditions shall limit or exclude Cooper B-Line's liability for:

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

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) defective products under the Consumer Protection Act 1987.

8.2     Subject to clause 8.1: (a) Cooper B-Line shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and (b) Cooper B-Line's total liability 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 2x the net price of the Contract.

8.3     Except in respect of claims falling within clause 8.1, Cooper B-Line shall have no liability to the Customer in respect of any claim, counterclaim or right of set-off under this agreement unless the Customer has served notice of the same within one year of the date when the claim, counterclaim or right of set-off arose or the date when the other should reasonably have become aware of the same.

8.4     Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.5     Cooper B-Line does not warrant that the Goods will be fit for a particular purpose. It is the Customer's responsibility to test the fitness for purpose of the Goods whether or not it has taken advantage of any inspection or testing.

8.6     The Customer shall indemnify and hold Cooper B-Line harmless against again claim by a third party against Cooper B-Line that results from Goods compromised in any Order which have been specifically made or altered to the Customer's requirements. 8.7 This clause 8 shall survive termination of the Contract.

9. SUSPENSION & TERMINATION

9.1     Without limiting its other rights or remedies, Cooper B-Line may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Cooper B-Line without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due if the Customer:

(a) fails to make pay any amount due under this Contract on the Due Date;

(b) commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing of the breach;

(c) 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) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(d) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.

9.2     Without limiting its other rights or remedies, Cooper B-Line may terminate the Contract by giving the Customer 5 Business Days written notice.

10. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. DISPUTES

If any dispute arises in connection with this Agreement, the directors or other senior representatives of the parties with the authority to settle the dispute will, within 7 days of a written request from one party to the other, meet promptly or arrange a teleconference in good faith to resolve the dispute.

12. CONFIDENTIALITY

The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Cooper B-Line, its employees, agents or subcontractors, and any other confidential information concerning Cooper B-Line's business or its products or its services which the Customer may obtain. The Customer shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the its obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Customer. This clause 12 shall survive termination of the Contract.

13. FORCE MAJEURE

13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Cooper B-Line including but not limited to strikes, lock-outs, or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, natural disasters, extreme or adverse weather conditions, fire, flood, storm or default of suppliers or subcontractors.

13.2     Cooper B-Line shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 13.3     If the Force Majeure Event prevents Cooper B-Line from providing any of the Goods for more than 6 weeks, Cooper B-Line shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

14. NOTICES

14.1     Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

14.2     Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or 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, on the next Business Day after transmission.

14.3     This clause 14 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

15. GENERAL

15.1     Cooper B-Line may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

15.2     The Customer shall not, without the prior written consent of Cooper B-Line, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

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

15.4     If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

15.5     Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

15.6     A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.7     Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Cooper B-Line.

15.8     This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.