Terms and Conditions for Sale of Products
These Conditions apply to and govern all sales of Products sold and produced by Controlled Blasting Services Ltd (CBS) - incorporated in England and Wales, company registration number 08268383, whose registered office is at 1, St James Gate, Newcastle upon Tyne. NE99 1YQ.
In these Conditions the following words have the following meanings:
the Conditions means these terms and conditions;
the Contract means an agreement for the purchase of the Products by the Customer from CBS including a written CBS quotation which is accepted by the Customer, or any written order from the Customer which is accepted by CBS;
the Customer means the person, company or organisation so described in Contract;
Intellectual Property Rights means patents, copyright, registered and unregistered design rights, utility models, trademarks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register such rights;
the Products means products manufactured or supplied by CBS
CBS means Controlled Blasting Services Ltd, 1 St James Gate, Newcastle upon Tyne. NE99 1YQ
2. Terms and Conditions for Sale of Products
2.1 CBS will sell and the Customer will purchase the Products in accordance with any written quotation of CBS which is accepted by the Customer, or any written order of the Customer which is accepted by CBS.
2.2 No amendment, variation or addition to the Conditions governing the Contract will be binding unless accepted by the authorised representatives of both CBS and the Customer in writing.
2.3 Any typographical, clerical or other error or omission in any sales literature, price list, quotation, acceptance of offer, invoice or other document or information issued by CBS shall be subject to correction without any liability on the part of CBS.
3. Intended use of the Products
The Products are intended for use in demolition, mining, quarrying and dimensional stone applications by suitably trained personnel or such other purposes as agreed in writing. In Europe CBS products fall into category P2 of The Pyrotechnic Safety Regulations (2010) and as such can only be used by persons with specialist knowledge.
Other areas for product use will include, but is not limited to;
I. Civil Engineering
And associated works
CBS products are water resistant to a depth of 2 metres and a period of 2 hours.
Please refer to CBS Material Safety Data Sheet for Health and Safety data.
4. Quotations, Price and Orders
4.1 In the event that a written quotation or tender for the Products is issued by CBS, such quotation or tender is provisional and may be altered to take account of any change taking place between the date of quotation and CBS’s acceptance of the Customer’s order and in any event the quotation or tender shall expire 30 days after the date of its issue unless otherwise agreed in writing by CBS
4.2 The price of Products will be the price in force at the time of dispatch and CBS price list does not constitute an offer to sell at the prices set out in it.
4.3 All prices are exclusive of VAT unless otherwise stated and the Customer will pay any and all tax duties and other government charges payable in respect of the Products in accordance with UK legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Products to the Customer and its export and import into any territory.
4.4 The price of the Products includes packaging, and such packaging is non-returnable. Unless otherwise expressly stated the price and any quotation do not include carriage and insurance during transport.
4.5 No terms and Conditions put forward by the customer shall be binding on CBS
5.1 Unless otherwise agreed in writing payment of all invoices will be made by the Customer to CBS in full in Pounds Sterling as invoiced, no later than thirty (30) days from the date of invoice.
5.2 In the event of late or non-payment by the Customer CBS will be entitled, without limiting any other rights and remedies it may have:
5.2.1 Suspend deliveries and/or cancel any of its outstanding obligations under the Contract;
5.2.2 levy a service charge to cover administrative and other associated costs in relation to overdue accounts at the rate of 3% per month on all unpaid accounts; and
5.2.3 to charge interest on any outstanding amount accruing from time to time at the rate of 8% per annum above the base rate from time to time of HSBC plc or the amount prescribed in the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is greater) from the due date until the outstanding amount is paid in full.
5.3 The Customer shall have no right to set off any amounts owing to it by CBS against unpaid invoices due to CBS
5.4 CBS shall have the right to withdraw or refuse credit facilities or to require from the Customer cash on or before delivery or security for payment and to withhold delivery until such requirement is complied with.
5.5 Any claim or query by the Customer in respect of the invoiced price of the Products or services must be notified to CBS by the Customer within the period referred to in condition 5.1.
6. Delivery and acceptance
6.1 CBS shall have the right to determine the method of delivery of the goods, unless otherwise agreed. The cost of such delivery, plus packaging costs, will be charged to the customer
6.2 CBS may decline to deliver goods or provide services if it believes that it would be unsafe, unlawful or unreasonably difficult to do so.
7. Risk and Title
7.1 The risk in the Products will pass to the Customer on delivery unless otherwise agreed.
7.2 The Products supplied by CBS (including any of the Products supplied without charge as part of any sales offer or incentive) shall remain the property of CBS until CBS has received in cash or cleared funds payment in full of all monies owing by the Customer to CBS in respect of the Products under the Contract and until such time, the Customer will hold the Products as fiduciary agent and bailee for CBS and keep them insured on CBS behalf for their full price against all risks with an insurer that is reasonably acceptable to CBS.
7.3 Notwithstanding that property in the Products has not passed to the Customer, CBS will be entitled to sue the Customer for the price of the Products if not paid on the due date.
7.4 .If a customer (company or individual) enters into liquidation/bankruptcy, receives a winding up order or has a receiver appointed in respect of its assets, or in any other way ceases, or threatens to cease, to carry out business CBS shall be entitled immediately to terminate the Contract without notice and if the Products have been delivered but not paid for then, provided that such Products have not been resold and without limiting any other right or remedy CBS may have, CBS may at any time require the Customer to deliver up such Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
8. Warranty and limitations of Liability
8.1 CBS's Products are warranted to meet any product specifications in effect at the time of shipment. Notice of non-conforming or faulty Products must be made to CBS within 14 days of receipt of the Products subject to condition 8.6. This product warranty limits CBS liability to the replacement of the product only. CBS will not be liable under the warranty for any damage or loss arising from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow instructions or out of the use, the result of use or the inability of the Customer defined under European Law - The Pyrotechnic Articles (Safety) Regulations 2015, to use the Products.
8.2 Except for the warranty in condition 8.1 all warranties, conditions, terms, undertakings and obligations on the part of CBS implied by statute, common law, custom, trade usage, course of dealing or in any other way are, to the extent permitted by law, excluded (except for the implied warranty or title).
8.3 The Customer warrants that it has not been induced to enter into the Contract by any representation or by any warranty (whether oral, or in writing, or in any other form) except those expressly made part of the Contract. The Customer waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind, unless made by CBS fraudulently) which is not specifically set out in the Contract as a warranty.
8.4 Nothing in this Agreement limits CBS liability for fraud, or death, or personal injury arising as a result of CBS negligence or any other liability which may not, by law, be excluded.
8.5 Subject to condition 8.4:
8.5.1 CBS will not be liable to the Customer for any loss of profit, loss of revenue, loss of data, loss of opportunity, loss of business and loss of goodwill (in each case whether direct or indirect) or for any indirect, or consequential loss, damage, costs, expenses and other claims (whether caused by the negligence of CBS, its servants, agents sub-contractors or otherwise) which arise out of or in connection with the Products or in any other way out of the Contract; and
8.5.2 the maximum liability of CBS under or in connection with the Contract will not exceed the amounts which have been paid or which have become payable by the Customer whether caused by the negligence of CBS, its servants, agents sub-contractors or otherwise.
8.6 The Customer will ensure that the specification of the Products ordered is suitable and safe for the intended use or environment of use except where it makes known details of such use to CBS in writing prior to conclusion of the Contract in such a way as clearly to place reliance on CBS special skills and such details are accepted by CBS in writing as forming part of the conditions.
8.7 The Customer will handle the Products in a suitable and safe manner and will comply with any instructions supplied to it by CBS. The Customer will also pass on to users (including purchasers and users of other goods and equipment into which the Products are incorporated) all relevant safety information.
8.8 The Customer will store and transport the Products in a suitable and safe manner and will comply with instructions as provided by CBS.
8.9 Where CBS experiences technical difficulties in the production of nonstandard or custom made Products it may cancel the order for the Products without being liable to the Customer in any way.
8.10 Where the Customer supplies designs, drawings and specifications to CBS to enable it to manufacture non-standard or custom made Products the Customer warrants that such manufacture will not infringe the intellectual property of any third party.
9.1 The Customer shall indemnify CBS in respect of any claim which may be made against CBS :
9.1.1 that the use to which the Products are put constitutes a breach of section 6 Health and Safety at Work Act 1974, or any other relevant United Kingdom or overseas safety legislation;
9.1.2 that the use to which the Products are put infringes the patent, copyright or other intellectual property rights of any third party; or
9.1.3 arising out of the failure by the Customer to observe the terms of the Contract.
9.2 The provisions of condition 9.1 shall not apply where the claim arises as a result of the negligence of CBS or use of the Products by the Customer in accordance with CBS written instructions.
10. Force Majeure
10.1 CBS shall not be liable for any failure to fulfil the Contract or any term or condition of the Contract if fulfilment has been delayed, hindered or prevented by circumstances beyond its reasonable control including but not limited to fire, explosion, flood, tempest, unusually adverse weather conditions, failure or shortage of power supplies, fault or failure of plant or machinery, war, hostilities, riot, acts of terrorism, strikes, lock-outs or other industrial action or trade dispute (“a Force Majeure Event”).
10.2 CBS will promptly notify the Customer if a Force Majeure Event arises and during the period in which CBS is prevented from performing the Contract the Customer will be entitled after giving CBS written notice of its intention to do so to purchase products elsewhere at its own cost and risk and CBS shall not be obliged to make up deficiencies which arise as a result.
10.3 If a Force Majeure Event exceeds one month CBS may cancel the Contract without liability.
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in the GasBlaster SS and GasBlaster ST are the property of CBS.
11.2 Nothing in these Conditions shall be construed as granting to the Customer any licence under any Intellectual Property Rights of CBS except as set out in this condition 11 and as required by the Customer in order to use the Products for the intended use set out in condition 3.
12.1 The Customer undertakes not to use any trademarks or trade names applied by CBS to the Products nor to do or permit anything whereby the goodwill and reputation of such trademarks is prejudiced or damaged.
12.2 CBS may perform any of its obligations or exercise any of its rights under the Contract by itself or through an Affiliate, provided that any act or omission of any such Affiliate shall be deemed to be the act or omission of CBS .
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
12.4 Any notice permitted or required under the Contract will be given in writing and will be sent by first class post or by courier to the address of the relevant party specified in the Contract, or to such other address as the intended recipient may from time to time notify to the other party in accordance with this condition 12.
13. Governing Law and Jurisdiction
The Contract shall be governed and construed in accordance with the laws of England. The English Courts will have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with the Contract.