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COLCHESTER MACHINE TOOL SOLUTIONS
Terms & Conditions of Sale
The customer's attention is drawn in particular to the provisions of clause ‎11.
1. Interpretation
1.1 Definitions:
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm from Monday to Thursday and 9.00 am to 12.30 pm on Friday.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause ‎14.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Collection Location: has the meaning given in clause 5.2.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause ‎5.1.
Deposit: a non-refundable sum totalling thirty percent of the total price of the Goods or as otherwise set out in the Order Acknowledgment.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Acknowledgement: the Supplier’s acknowledgement of an Order as set out in clause 2.3.
Online Order: the Customer’s order for Goods, placed via the Website in accordance with clause 3.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Dispatch Confirmation: the Supplier’s confirmation of dispatch of an Online Order as set out in clause 3.4.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Colchester Machine Tools Solutions Ltd (registered in England and Wales with company number 00144979).
Warranty Period: has the meaning given in clause ‎6.1.
Website: the Supplier’s website at: https://www.colchester.co.uk/, or as otherwise notified to the Customer in writing from time to time.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) 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.
(d) 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.
(e) A reference to writing or written excludes fax but not email.
2. Basis of contract (except in relation to Online Orders)
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (Order Acknowledgement) , at which point and on which date the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's 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.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
3. Basis of contract for Online Orders
3.1 The Customer must follow the onscreen prompts on the Website to place an Online Order. Each Online Order is an offer by you to buy the Goods subject to these Conditions.
3.2 The Customer shall check and amend any errors before submitting an Online Order. The Customer is responsible for ensuring that the Online Order is complete and accurate.
3.3 Once the Customer has submitted an Online Order, the Supplier will send the Customer an email confirming that the Online Order has been received.
3.4 The Supplier will confirm acceptance of the Online Order by sending the Customer an email that confirms that the Goods are available and have been dispatched (Dispatch Confirmation). The Contract between the Supplier and the Customer will only be formed when the Supplier sends the Customer the Dispatch Confirmation.
3.5 If the Supplier is unable to supply the Customer with the Goods for any reason, the Supplier will inform the Customer by email and the Online Order will not be processed. In the event that the Customer has already paid for the Goods, the Supplier will refund you the full amount including any delivery costs charged as soon as possible.
4. Goods
4.1 The Goods are described in the Supplier's catalogue or on the Website, as modified by any applicable Specification.
4.2 The Customer shall indemnify the Supplier 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 professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause ‎4.2 shall survive termination of the Contract.
4.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
5. Delivery
5.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows all relevant Supplier reference numbers , the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any); and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.1 Where the Order sets out that the Goods will be delivered by the Supplier, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Delivery overseas shall be by the appropriate method stated in the Order , strictly interpreted in accordance with the definitions contained in INCOTERMS 2020 except that ‘FOB’ shall mean ‘FOB Liner Terms’. Delivery is completed on the completion of unloading of the Goods to an agreed position at the Delivery Location.
5.2 Where the Order sets out that the Goods will be collected by the Customer, the Customer shall collect the Goods from the Supplier's premises at Lowfields Way, Lowfields Business Park, Elland, West Yorkshire, HX5 9DA or such other location as may be advised by the Supplier prior to collection (Collection Location) within ten Business Days of the Supplier notifying the Customer that the Goods are ready. Delivery is completed on the completion of loading of the Goods at the Collection Location.
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Customer fails to take delivery of the Goods within ten Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier'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 eleventh Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.6 If sixty Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, insurance and selling costs, charge the Customer for any shortfall below the price of the Goods.
5.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6. Quality
6.1 The Supplier warrants that:
(a) If the Goods are being delivered , for a period of 12 months from the date of delivery ; and
(b) If the Goods are being collected, for a period of 15 months from the date of the invoice,
(Warranty Period),
the Goods shall:
(c) conform with their description; and
(d) be free from material defects in design, material and workmanship.
6.2 Subject to clause ‎6.3, if:
(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause ‎6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost (providing full particulars of the alleged defect, serial numbers and invoice number),
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause ‎6.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause ‎6.2;
(b) there is a manufacturer's guarantee provided with the Goods;
(c) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(e) the Customer alters or repairs such Goods without the written consent of the Supplier;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause ‎6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause ‎6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Where the Goods are being delivered, the Customer shall check the Goods on delivery and notify the Supplier of any defects within two Business Days of delivery.
7.3 For the avoidance of doubt, the Supplier is not responsible or liable for any defects or damage caused in transit where the Goods are being collected.
7.4 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums ; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Clause 7.6.
7.5 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause ‎12.1(b) to clause ‎12.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
7.6 Subject to Clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.7 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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.
8. Price and payment
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
8.2 The Supplier may, by giving notice to the Customer at any time up to five Business Days 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 the Supplier's control (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 the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. The Supplier will not be liable for the damage to any Goods delivered unpacked at the Buyer’s request.
8.4 Where a Deposit is payable, it is due on the date of the Order Acknowledgement and it is strictly non-refundable.
8.5 The Supplier may invoice the Customer for the Goods (less the Deposit) up to five Business Days prior to the Delivery Date.
8.6 The Customer shall pay each invoice submitted by the Supplier as follows:
(a) 60% of the total due five days prior to the Delivery Date; and
(b) 10% of the total due within 30 days of the Delivery Date.
8.7 All payments due from the Customer shall be made in full and in cleared funds to a bank account nominated in writing by the Supplier and time for payment shall be the essence of the Contract.
8.8 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause ‎12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause ‎8.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Return and Refund of Online Orders only
9.1 The Customer may return an Online Orders and receive a refund if they notify the Supplier within fourteen days of receipt of the Online Order.
9.2 To return an Online Order, the Customer must contact the Supplier by via the email address or telephone number set out on the Website in order to be issued with a return form which it must then complete. .
9.3 The Customer is responsible for the safe return and associated costs of the return of any Online Order.
9.4 Any refund under this clause may be subject to a re-stocking fee of up to 20% of the price paid for the Goods which may be applied to the return of any Online Order.
9.5 All delivery costs are non-refundable and will not be refunded by the Supplier in relation to any return.
10. Indemnity
10.1 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Customer’s breach of the Contract.
11. Limitation of liability
11.1 References to liability in this clause ‎11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
(d) defective products under the Consumer Protection Act 1987.
11.3 Subject to clause ‎11.2, the Supplier's total liability to the Customer shall not exceed the amount paid for the Goods under the Order to which the claim for liability relates.
11.4 Subject to clause ‎11.2, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
11.5 The Supplier shall not be liable to the Customer for any losses caused by their failure to comply with the Applicable Laws.
11.6 This clause ‎11 shall survive termination of the Contract.
12. Termination
12.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause ‎12.1(b) to clause ‎12.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.5 Termination of the Contract, however arising, shall not affect any of the parties' 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.
12.6 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.
13. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for twelve months , the party not affected may terminate the Contract by giving five days’ written notice to the affected party.
14. General
14.1 Assignment and other dealings.
(a) The Supplier 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.
(b) The Customer 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 the prior written consent of the Supplier.
14.2 Intellectual Property Rights. The Supplier shall retain ownership of all Intellectual Property Rights in all designs, packaging, documents, drawings, information, and materials in any form provided to the Customer by the Supplier in relation to the Goods.
14.3 Branding. The Customer may not at any time erase, alter or deface any of the Supplier’s attached to the Goods or add any branding to the Goods.
14.4 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause ‎14.4(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause ‎14.4; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14.5 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) 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.
14.6 Conflict. If there is any conflict or ambiguity between these Conditions and any terms set out in the Order Acknowledgment, the terms set out in the Order Acknowledgement shall have priority over these Conditions.
14.7 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.8 Waiver.
(a) Except as set out in clause ‎2.4, 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.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.9 Severance. 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 ‎14.9 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.
14.10 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at the addresses for the Customer and Supplier as set out in the Order (or an address substituted in writing by the party to be served); or
(ii) sent by email to the addresses for the Customer and the Supplier as are set out in the Order (or an address substituted in writing by the party to be served).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if 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) 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.
14.11 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
14.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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