1.1. In this Agreement the following words have the following meanings:
Agreement: the agreement between the Customer and the Supplier as described in these terms of business and the Quotation;
Carrier: a third party that the Supplier may use from time to time for the delivery of the Products to the Customer.
Contract: the Customer’s Purchase Order and the Supplier’s acceptance of it, or the Customer’s acceptance of a Quotation for Products by the Supplier under condition 2.2.
Conditions: as defined by section 2.1.
Customer: the person, firm or company who purchases Products from the Supplier.
Customer’s Equipment: any equipment, systems or facilities provided by the Customer and used directly or indirectly in the supply of the Products.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Material Defect: an issue with the Products that is identified by the Customer within five working days of delivery and ratified by the Supplier as requiring either repair or replacement on a reasonable endeavours basis.
Quotation: an electronic, physical or verbal correspondence confirming the quantity and specific details of the Products requested by the Customer and the price and terms under which the Supplier is able and willing to provide them. All Quotations shall be exclusive of VAT.
Sample: an illustration or physical sample of the Products for the purposes or evaluating the Products that the Customer agrees may not convey the same qualities and variations of the Products delivered from the corresponding Quotation.
Products: the goods and / or services to be provided by the Supplier under the Contract as set out in the Quotation.
Purchase Order: the Customers’ written, electronic or verbal acceptance of the Suppliers Quotation for the Products.
Supplier: Cedar Direct Limited (company number 10755716).
Supplier’s Equipment: any equipment, systems or facilities, provided by the Supplier or its agents used directly or indirectly in the supply of the Products which are not the subject of a separate agreement between the parties under which title passes to the Customer.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Working Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
1.2. Headings in these conditions shall not affect their interpretation.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5. Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.6. References to conditions are to the conditions of the Contract.
Application of conditions
2.1. These Conditions shall:
2.1.1. Apply to and be incorporated into the Contract; and
2.1.2. Prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s Purchase Order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.2. The Customer’s Purchase Order, or the Customer’s acceptance of a Quotation for Products by the Supplier either written or verbal, constitutes an offer by the Customer to purchase the Products specified by the Supplier on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
2.2.1. By a written acknowledgement, including an invoice, issued and executed by the Supplier;
2.2.2. Through signed agreement by the Customer; or
2.2.3. (if earlier) by the Supplier starting to provide the Products;
When a contract for the supply and purchase of the Products on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other documents shall not govern the Contract.
2.3. Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not stated otherwise.
Commencement and duration
3.1. The Products supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customer’s offer in accordance with condition 2.2 and according to any other conditions as expressly stated by the Supplier in writing to the Customer.
4.1. The Supplier shall use reasonable endeavours to provide the Products in accordance with the Quotation.
4.2. Where the Supplier has undertaken to deliver the Products to the Customer, either directly or via a Carrier, it will repair or at its option replace free of charge to the Customer such goods damaged in transit provided that both the Carrier and the Supplier itself receive written notification of such damage within five days Working Days of the delivery to the Customer of the Products. Save as aforesaid no claim for damage in transit or non-delivery will be accepted by the Supplier.
4.3. The Supplier shall use its reasonable endeavours to despatch Products in order to meet delivery dates, but in no circumstances will the Supplier be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Products, nor will any delay entitle the Customer to terminate or rescind the Contract.
4.4. The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
5.1. The Customer shall:
5.1.1. Co-operate with the Supplier in all matters relating to the Products;
5.1.2. Accept full and sole responsibility and risk for the Products as soon as they are delivered to the Customer or their agent, unless otherwise agreed in writing;
5.1.3. Accept full and sole responsible for offloading the Products and shall bear any loss or damage occasioned in such offloading;
5.1.4. Promptly inform with reasonable notice to the Supplier any known or possible hindrance or delay that the Customer is aware of that could adversely affect the ability for either the Supplier or the Suppliers Carrier to deliver the Products;
5.1.5. Check that the correct quantity of the Products has been delivered, as per the Purchase Order, and to notify the Supplier within five Working Days if the wrong quantity of Products has been delivered. In such instances the Customer shall be entitled to reject any excess, but save as aforesaid shall accept the Products delivered and pay any additional amounts due at the rate confirmed on the corresponding Quotation. The Supplier shall be under no liability whatsoever in respect of claims for short delivery unless the Customer notifies the Supplier in writing within five Working Days of receipt by the Customer of the Products.
5.1.6. Notify the Supplier of any suspected defects that the Customer believes are not pursuant with the expectations of the Products as confirmed in the Quotation within five Working Days of delivery of the Products. The Customer acknowledges that it is at the discretion of the Supplier to confirm if there is a Material Defect in the Products that the Customer has received. In making a claim to the Supplier of a potential defect, the Customer accepts that any claim shall not apply if:
188.8.131.52. The Products have been altered in any way whatsoever or have been improperly stored or subjected to misuse or unauthorised repair; or
184.108.40.206. The Products have been improperly installed or fixed; or
220.127.116.11. The Customer has failed to observe any maintenance requirements relating to the Products.
5.1.7. Inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;
5.1.8. Ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Products and conforms to all relevant United Kingdom standards or requirements;
5.1.9. Keep, maintain and insure the Supplier’s Equipment in accordance with the Supplier’s instructions as notified in writing from time to time, and shall not dispose of or use the Supplier’s Equipment other than in accordance with the Supplier’s written instructions or authorisation.
5.2. The Customer acknowledges that many of the Products supplied by the Supplier are natural materials and as such will exhibit variations in grain, colour and tone which are inevitable. The Customer accepts that there may be such variation and lack of uniformity in the Products and cannot request replacement Products as this is not deemed to be a Material Defect in the Products.
5.3. The Customer accepts that no responsibility for defects attributable to swelling is accepted by the Supplier; nor will this ever constitute a Material Defect.
5.4. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.5. The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
5.6. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract and for a period of 12 months thereafter, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Products.
5.7. Any consent given by the Supplier in accordance with condition 5.6 shall be subject to the Customer paying to the Supplier a sum equivalent to 75% of the then current annual remuneration of the Supplier’s employee, consultant or subcontractor or, if higher, 75% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
Charges and payment
6.1. In consideration of the provision of the Products by the Supplier, the Customer must pay the charges in full, as set out in the Quotation in advance of delivery.
6.2. All charges quoted to the Customer shall be exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate.
6.3. The total price shall be paid to the Supplier (without deduction or set-off) in advance of the Contract commencing and the Products being delivered.
6.4. Payments are accepted according to options listed in the Quotation and / or Purchase Order or corresponding invoice from the Supplier to the Customer. This includes, but may not be limited to, bank transfer, debit or credit card transaction.
6.5. The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
Confidentiality and the supplier’s property
7.1. 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 the Supplier, its employees, agents, consultants or subcontractors and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain.
7.2. The Customer may disclose such information:
7.2.1. to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under the Contract; and
7.2.2. as may be required by law, court order or any governmental or regulatory authority.
7.3. The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 7.
7.4. The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.
Limitation of liability
8.1. This condition 8 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
8.1.1. any breach of the Contract;
8.1.2. any use made by the Customer of the Products, or any part of them; and
8.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
8.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.3. The Supplier shall not be liable for:
8.3.1. loss of profits; or
8.3.2. loss of business; or
8.3.3. depletion of goodwill and/or similar losses; or
8.3.4. loss of anticipated savings; or
8.3.5. loss of goods; or
8.3.6. loss of contract; or
8.3.7. loss of use; or
8.3.8. loss or corruption of data or information; or
8.3.9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.4. The Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Products.
The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Products.
10.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other if:
10.1.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
10.1.2. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
10.1.3. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
10.1.4. the other party 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 (being a partnership) has any partner to whom any of the foregoing apply; or
10.1.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
10.1.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party; or
10.1.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
10.1.8. a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
10.1.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
10.1.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
10.1.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.1.4 to condition 11.1.10 (inclusive); or
10.1.12. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
10.1.13. there is a change of control of the other party.
10.2. On termination of the Contract for any reason:
10.2.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
10.2.2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.1. The Supplier may, from time to time and without notice, change the Products in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Products.
12.2. Subject to condition 12.1, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. 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.
13.2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.1. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
14.2. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.1. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
15.2. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
15.3. Nothing in this condition shall limit or exclude any liability for fraud.
16.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2. The Supplier may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of 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 or agent.
16.3. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
No partnership or agency
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.
Rights of third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
19.1. Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party.
19.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the agreed contact, if sent by pre-paid 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.
Governing law and jurisdiction
20.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
20.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).