Terms and Conditions of Sale
These terms and conditions tell you information about us and the legal terms and conditions (Terms) on which we sell any goods (Goods) to you including those listed on our various websites (collectively our website).
Due to the nature of the Goods we sell, we do not sell to consumers. You are a consumer if: –
a. you are an individual (i.e. not a limited company or a limited liability partnership); and
b. you are buying Goods from us wholly or mainly for your personal use (not in connection with your trade, business, craft or profession).
By submitting an order for Goods with us you agree and confirm that you are not a consumer. If you are a consumer then please do not attempt to order Goods from us but contact us to see how we can help.
Your particular attention is drawn to clause 15 in relation to our liability to you.
2. About Us
2.1 We are Controls & Drives Ltd, a company registered in England and Wales under company number 02418021. Our registered office and main trading address is at Unit 1, Victoria Mills, Fowke St, Rothley, Leicester LE7 7PJ United Kingdom. Our VAT number is 565 7364 09.
2.2 We also operate the websites: www.cdluk.com.
You can order goods from us through our website or by calling us.
To contact us for any reason, please see clause 19 or the Contact Us page on our website.
3. Our Contact with You
3.1 These Terms apply to any contract between us for the sale of Goods to you (Contract) to the exclusion of any other terms you may seek to incorporate or which are implied by trade, custom, practice or course of dealing. Please read these Terms carefully and make sure that you understand them before you submit your order for Goods.
3.2 Please note that before placing an order on our website you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Goods from our website.
3.3 These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
3.4 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them. Accordingly, any descriptive material or advertising provided by us is produced for the sole purpose of giving an approximate idea of the Goods and shall not form part of the Contract or have any contractual force.
3.5 It is agreed that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
3.6 To the extent you resell any Goods you shall maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Goods or batches of Goods from the retail or wholesale markets. In addition, you shall, at our cost, provide us with any assistance we require to recall, as a matter of urgency, Goods from the retail or wholesale market.
3.7 Where you order Goods from our website you should print a copy of these Terms or save them to your computer for future reference.
3.8 We may amend these Terms from time to time as set out in clause 7. Every time you wish to order Goods, please check these Terms to ensure you understand the terms which will apply at that time.
3.9 These Terms, and any Contract between us, are only in the English language.
4. Placing An Order and its Acceptance
4.1 Each order constitutes an offer by you to purchase Goods from us in accordance with these Terms.
4.2 You are responsible for ensuring that your order is complete and accurate. Please ensure that you read these Terms carefully and check that the details of the order are complete and accurate before you submit your order.
4.3 Where you order Goods from our website, please follow the onscreen prompts to place an order. The order process on our website allows you to check and amend any errors before submitting your order to us.
4.4 If you have placed an order on our website, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.5.
4.5 Your order shall only be deemed to be accepted on the earlier of: –
a. when we send you an e-mail (or other written notice) that confirms the goods have been dispatched; and
b. us delivering the Goods to you, at which point the Contract between you and us will be formed.
4.6 For the avoidance of doubt, we shall not be required to accept orders.
4.7 If we are unable to supply you with the Goods for any reason, we will inform you of this and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4.8 Any quotation given by us shall not constitute an offer and shall only be valid for 30 days from its issue unless the quotation states otherwise.
5. The Goods on our Website
5.1 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods. The Goods you receive may vary slightly from those images.
5.2 Although we have used our best efforts to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website have a tolerance and so are approximates only.
5.3 The packaging of the Goods may vary from that shown on images on our website.
6.1 If there is a problem with the Goods see clause 14 and contact us as soon as possible.
6.2 Please note that subject to clause 10.2 you are not entitled to cancel a Contract or return Goods but if you have changed your mind about the Goods then please contact us as we may in our sole and absolute discretion allow you to return unwanted Goods.
6.3 Where we in our sole and absolute discretion allow you to return unwanted Goods (Returned Goods), you shall be responsible for the cost of returning the Returned Goods to us and any Returned Goods shall remain at your risk until we have taken receipt of such Returned Goods. Furthermore, any credit or refund issued for Returned Goods shall be subject to the Returned Goods being received by us in stock, resalable and satisfactory condition (as determined by us in our absolute and sole discretion). Where we consider that Returned Goods are not in stock, resalable and satisfactory condition then we may not credit or otherwise refund the price or may reduce any such credit or refund accordingly in which case we will notify you and you will have the opportunity to collect or arrange collection of the Returned Goods.
7. Our Right to Vary These Terms
7.1 We may amend these Terms from time to time.
7.2 Every time you order Goods from us, the Terms in force at the time of your order will apply to the Contract between you and us.
7.3 We may revise these Terms as they apply to your order from time to time to reflect the following circumstances: –
a. changes in how we accept payment from you;
b. changes in relevant laws and regulatory requirements; and
c. changes in respect of products available from our website.
8. Delivery and Risk
8.1 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time save where you collect the Goods from us in which case delivery is complete once you (or your nominated carrier) collect the Goods from our premises at which point the Goods will be at your risk.
8.2 If you have asked to collect the Goods from our premises, you (or your nominated carrier) can collect them at any time during working hours after we have notified you that the Goods are ready for collection.
8.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an Event Outside Our Control (see clause 17) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.5 If you do not collect the Goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from us we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If despite our efforts we are unable to contact you or re-arrange delivery or collection then we may end the Contract and charge you reasonable compensation for our costs and/or losses.
8.6 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
9. International Delivery
9.1 If you order Goods from us for delivery to one of the international countries we deliver to, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
9.2 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
9.3 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law. Furthermore, you shall be responsible for ensuring that the Goods and their use comply with all applicable local laws.
10. Price of Goods and Delivery Charges
10.1 Subject to clause 10.2, the price of the Goods will be as quoted to you or where you place an order on our website, as stated on our website at the time you submit your order.
10.2 The prices for Goods sold by us are typically as per the relevant manufacturer’s UK list price. Notwithstanding anything in these Terms, if the relevant manufacturer’s UK list price for Goods increases before we have dispatched the relevant Goods to you, we may increase the price of the Goods to reflect the relevant manufacturer’s UK list price as at the date of dispatch. If we increase the price of any Goods pursuant to this clause 10.2 you may cancel your order and we will refund you any sums you have paid for the Goods provided that: –
a. you give us notice in writing of your intention to cancel the order within 3 business days of the price increase being notified to you (which for the avoidance of doubt includes the provision of an invoice to you with the revised price of the Goods);
b. we will not be liable for any losses you suffer in relation to the relevant Goods; and
c. where the Goods have been delivered to you: –
i. you make them available and allow us to collect such Goods from you on notice and in accordance with our instructions;
ii. they are received by us in an unused, stock and resalable condition.
10.3 We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto our system. However please see clause 10.6 for what happens if we discover an error in the price of Goods you ordered.
10.4 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
10.5 The price of the Goods does not include delivery charges. Wherever possible, we will advise you of our delivery charges before you submit your order. However, due to the nature of some of the Goods we sell and depending on your delivery requirements, it may not be possible for us to provide the delivery charges for the Goods before you place your order in which case the delivery charges will be invoiced to you.
10.6 Our product range contains a large number of Goods. It is always possible that, despite our best efforts, some of the Goods may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that: –
a. where the Goods’ correct price is less than the price stated on our website, we will charge the lower amount when dispatching the Goods to you; and
b. if the Goods’ correct price is higher than the price stated on our website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid. If we cancel the supply of Goods in accordance with this clause 10.6(b) which have already been delivered to you (Cancelled Goods): –
i. you shall not be entitled to use or resell such Cancelled Goods;
ii. the provisions of clause 15.2 shall apply to such Cancelled Goods; and
iii. you will make available and allow us to collect such Cancelled Goods from you on notice and in accordance with our instructions.
11.1 We accept payment by all major debit and credit cards and bank transfer. Unless we agree credit terms with you in writing, you must pay for the Goods before we dispatch them.
11.2 In the event we offer you credit terms at our sole discretion and subject to our credit control procedures from time to time in force, you shall pay each invoice submitted by us: –
a. by the last business day of the month immediately following the month of the invoice; and
b. in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the contract.
11.3 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
11.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
12. Title to the Goods
12.1 Title to the Goods shall not pass to you until the earlier of: –
a. delivery where at the time of delivery you have paid for the Goods in full and all other goods that we have supplied to you in respect of which payment has become due;
b. us receiving payment in full (in cash or cleared funds) for: –
i. the Goods; and
ii. any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums,
c. you reselling the Goods, in which case title to the Goods shall pass to you at the time specified in clause 12.3.
12.2 Until title to the Goods has passed to you, you shall: –
a. store the Goods separately from all other goods held by you so that they remain readily identifiable as our 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 us immediately if you become subject to any of the events listed in clause 16.1; and
e. give us such information relating to the Goods as we may require from time to time.
12.3 Subject to clause 12.4, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you agree to resell the Goods before that time: –
you do so as principal and not as our agent; and
title to the Goods shall pass from us to you immediately before the time at which you fulfil your delivery obligations under the resale save where delivery under the resale is ex works in which case title to the Goods shall pass from us to you immediately before the time at which your customer or a third party acting on its behalf takes physical possession of Goods subject to the resale.
12.4 If before title to the Goods passes to you and you become subject to any of the events listed in clause 16.1, then, without limiting any other right or remedy we may have: –
a. your right to resell the Goods, deliver them pursuant to a resale or use them in the ordinary course of your business ceases immediately; and
we may at any time: –
b. require you to deliver up all Goods in your possession that have not been resold, delivered pursuant to a resale or irrevocably incorporated into another product or structure; 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.
13. Manufacturer Guarantees
Some of the Goods we sell come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee relating to the Goods.
14.1 We do not warrant that the Goods comply with the laws, regulations or standards outside the UK and EU.
14.2 Unless otherwise confirmed in writing and provided that the total price for the relevant goods has been paid in full and cleared funds on or before the due date for payment, where Goods come with a manufacturer’s guarantee we warrant that those Goods are free from defects in design, materials and workmanship to the extent only that we can enforce such guarantee or warranty against the manufacturer of the relevant Goods.
14.3 We shall not be liable for any loss or damage to the Goods during transit unless: –
a. we have agreed to deliver the Goods to you;
b. you notify us in writing of the defect within 3 days of delivery and provide us with any evidence we may reasonably request;
c. where relevant, the Goods are preserved in the condition in which they were delivered and we have a reasonable opportunity to inspect the Goods;
d. you comply with our reasonable instructions (including but not limited to the submission of a formal claim); and
e. we reasonably consider that the damage or loss occurred during transit prior to delivery and not thereafter, in which case we shall at our sole option repair or replace the damaged Goods or refund the price of the Goods in full.
14.4 We may also sell extended warranties on terms agreed with you in writing.
14.5 For Goods which do not have a manufacturer’s guarantee, we provide a warranty that on delivery and for a period of 12 months from delivery (Warranty Period), the Goods shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 14.6.
14.6 The warranty in clause 14.5 does not apply to any defect in the Goods arising from: –
a. your failure to follow our or the manufacturer’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;
b. wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
c. any failure by you or a third party to install and/or operate or use the Goods in accordance with the relevant user instructions;
d. any alteration or repair by you or by a third party who is not an authorised repairer; or
e. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
14.7 Subject to clause 14.6, in the case of Goods subject to the warranty at clause 14.5 only, if: –
a. you give us notice in writing during the Warranty Period within a reasonable time of discovery that such Goods do not comply with the warranty set out in clause 14.5;
b. we are given a reasonable opportunity of examining such Goods or (at our request) you provide reasonable photographic evidence of the alleged defect(s); and
c. you (at our request) return such Goods to our place of business at your cost, we shall, at our sole option, repair or replace such defective Goods, or refund the price of the defective Goods in full.
15. Our Liability
15.1 Nothing in these Terms limits or excludes our liability for: –
a. death or personal injury caused by our negligence;
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.
15.2 Subject to clause 15.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for: –
a. any loss of profits, sales, business, or revenue;
b. loss or corruption of data, information or software;
c. loss of business opportunity;
d. loss of anticipated savings;
e. loss of goodwill; or
f. any indirect or consequential loss.
15.3 Subject to clause 15.1, our total liability to you in respect of all 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 the amount you have paid for the relevant Goods.
15.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
16.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if: –
a. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
b. you fail to pay any amount due under the Contract on the due date for payment;
c. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), 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 your 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;
d. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
e. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
16.2 Without limiting our other rights or remedies, we may suspend the provision of any Goods to you whether under the Contract or under any other contract between you and us if you become subject to any of the events listed in clause 16.1(a) to clause 16.1(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.
16.3 On termination of the Contract for any reason, you shall immediately pay to us all of our outstanding unpaid invoices and any interest.
16.4 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
16.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
17. Events Outside our Control
17.1 We will not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.
17.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, failure of our third-party suppliers, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disasters, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract: –
a. we will contact you as soon as reasonably possible to notify you; and
b. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
17.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
18.1 You agree not to resell outside the UK any Goods supplied by us which are subject to the UK’s export control regime (including but not limited to the Export Control Act 2002 and Export Control Order 2008 (in either case together with any re-enactment thereof)) without obtaining all necessary licences and consent thereunder. Furthermore, you agree not to resell such Goods in the UK to a third party, knowingly or being given reasonable grounds to suspect by the third party that the third party intends to export such Goods (or any part of them) without first obtaining all such relevant licences and consents and you agree to impose upon persons purchasing such Goods from you obligations corresponding to those set out in this clause 18.
18.2 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of opportunity and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any breach of clause 18.1 above).
18.3 This clause 18 shall survive termination of the Contract.
19. Communications Between Us
19.1 When we refer, in these Terms, to “in writing”, this includes e-mail.
19.2 Any notice or other communication given by one of us to the other, under or in connection with the Contract shall be in writing and shall be delivered personally during usual business hours, sent by pre-paid first class post or other next working day delivery service or e-mail.
19.3 A notice or other communication shall be deemed to have been received: –
a. if delivered personally, on signature of a delivery receipt;
b. 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
c. if sent by e-mail, one business day after transmission.
19.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
19.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. Use of Our Website and How We Use Your Personal Information
20.1 Your use of our website is governed by our Terms of Website Use which is available on our website. Please take the time to read our Terms of Website Use as it includes important terms which apply to you.
21.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
21.2 Any variation of the Contract only has an effect if it is in writing and signed by you and us (or our respective authorised representatives).
21.3 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
21.4 This Contract is between you and us. No other person shall have any rights to enforce any of its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21.5 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
21.7 This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.