Terms & Conditions

1. Definitions

“Contract” means the contract between the Supplier and the Customer for the sale andpurchase of the Goods in accordance with these Conditions.

“Customer” means the person, firm or company to be supplied with the goods by the Supplier.

“Goods” mean the goods, materials, products and/or other items to be suppliedpursuant to the Contract.

 “Order” the Customer's order for the Goods, as set out in the Customer's writtenacceptance of the Supplier's quotation. 

“Supplier” means Cable&Things Limited Limited, incorporated and registered inEngland and Wales with company number 13047447 whose registered office is at 27 OldGloucester Street, London, England, WC1N 3AX

2. Basis of Contract

(a) These Conditions apply to all sale of Goods by the Supplier and shall prevail over anyinconsistent terms or conditions referred to in the Customer’s order or incorrespondence or elsewhere unless specifically agreed to in writing by the Supplier andany conditions or stipulations to the contrary are hereby excluded or extinguished.

(b) The Customer may place an Order for Products by telephone, email or in writing.Each Order placed by the Customer constitutes an offer by the Customer to purchasethe Products subject to and in accordance with these Conditions.

(c) The Order is placed on these Conditions and shall be confirmed in writing by theSupplier (the Order and these Conditions together constituting the “Agreement”).These Conditions are incorporated in every Order, and shall apply to the Agreement tothe exclusion of any other terms that the Customer seeks to impose or incorporate, orwhich are implied by trade, custom, practice or course of dealing.

(d) Quotes and prices for the Products given by the Supplier or in any sale literature arefor guidance only and shall not constitute an offer.

(e) An Order shall only be deemed to be accepted when the Supplier issues an invoice inrespect of the Order, or if earlier, upon delivery of the Products to the Customer, atwhich point the Agreement shall come into existence.

(f) Unless otherwise agreed in writing by the Supplier, the Customer shall not be entitledto cancel or vary an Order once it has been accepted by the Supplier.

(g) The Agreement constitutes the entire agreement between the parties. Each partyacknowledges that it has not relied on any statement, promise, representation, assuranceor warranty made or given by or on behalf of the other party which is not set out in theAgreement.1

(h) Any samples, drawings, descriptive matter, or advertising produced by the Supplierare produced for the sole purpose of giving an approximate idea of the Productsdescribed. They shall not form part of the Agreement or have any contractual force

3. Goods

(a) The Goods are described in the Supplier's catalogue as modified by any applicable Specification.

(b) 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 andexpenses) suffered or incurred by the Supplier in connection with any claim madeagainst the Supplier for actual or alleged infringement of a third party's intellectualproperty rights arising out of or in connection with the Supplier's use of theSpecification. This clause 3.b shall survive termination of the Contract.

(c) The Supplier reserves the right to amend the Specification if required by anyapplicable statutory or regulatory requirements.

(d) The Supplier reserves the right, from time to time and without liability to the Customer, to amend the specification or composition of the Products; and/or to discontinue the manufacture, supply, sale and/or distribution of any Products.

4. Prices

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.The Supplier may, by giving notice to the Customer at any time before delivery, increasethe 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 manufacturingcosts);

(b) Any request by the Customer to change the delivery date(s), quantities or types ofGoods ordered, or the Specification; or

(c) Any delay caused by any instructions of the Customer or failure of the Customer togive the Supplier adequate or accurate information or instructions.The price of the Goods:

(d) Excludes amounts in respect of value added tax (VAT), which the Customer shalladditionally be liable to pay to the Supplier at the prevailing rate, subject to the receiptof a valid VAT invoice; and

(e) Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

(f) The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

(g) The Customer shall pay the invoice in full and in cleared funds in advance on the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount.

(h) The Customer shall pay all amounts due under the Contract in full without any set-off, counter claim, deduction or withholding (except for any deduction or with holding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

5. Delivery

(a) Delivery dates are approximate only and delivery will be arranged as soon as practicable. Orders will remain valid and binding notwithstanding delay in delivery. Unless otherwise specified delivery shall be “ex-works”, so that the Goods shall be deemed to have been delivered and the risk therein to have passed to the Customer upon the Supplier notifying the Customer that the Goods are available for collection.

(b) Each delivery of the Goods is accompanied by a delivery note that shows the date of the Order of despatch, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable),if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

(c) Goods sent by parcel post are deemed to have been delivered and the risk therein to have passed to the Customer at the moment of despatch.

(d) Unless otherwise expressly agreed the Supplier may effect delivery in one or more instalments. Where delivery is effected by instalment each instalment shall be treated as a separate Contract.

(e) If in the case of the Contract or any order involving more than one delivery default is made on payment on the due date the Supplier shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Customer.

6. Carriage

(a) All deliveries are ex-works from our premises. Carriage will be charged on all invoices except where an offer has been made in writing to specifically exclude carriage charges on orders that the Supplier considers to be of substantial value.

(b) The Supplier reserves the right to withdraw or amend the lower limit at which the aforementioned charge for carriage becomes due.

(c) Delivery will be by the transport of the Supplier’s choice. If the Customer requests special delivery arrangements, including express service, they will be charged for.

7. Title and risk

(a) The risk in the Goods shall pass to the Customer on completion of delivery. 3

(b) Title to the Goods shall not pass to the Customer until 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.

(c) Until title to the Goods has passed to the Customer, the Customer shall:
(i) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(iv) notify the Supplier immediately if it becomes subject to any of the events listed in clause 4; and
(v) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

(d) The Customer may resell or use the Goods in the ordinary course of its business before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time: (i) it does so as principal and not as the Supplier’s agent; and (ii) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

(e) If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, without limiting any other right or remedy the Supplier may have:
(i) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately;
(ii) the Supplier may at any time:
(iii) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(iv) 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.

(f) Title to any Goods returned to the Supplier following a request for inspection by the Customer where believed the Goods be faulty will pass back to the Supplier.

(g) The Supplier recommends that all Goods should be unpacked and inspected prior to the Customer signing the delivery note. The Customer warrants that signature of the delivery note confirms that all the Goods noted on the delivery note have been delivered and received in good working order. A signed delivery note corresponding to the Customer’s delivery address completes the delivery and the risk for the Goods will pass to the Customer.

(i) The Goods shall remain the sole and absolute property of the Supplier as legal and equitable owner until such time as the Customer makes payment to the Supplier at the agreed price.
(ii) Until such payment the Customer shall be in possession of the Goods solely as bailee for the Supplier and in fiduciary capacity and the Customer shall store

8. Repairs and Processing

Goods received for repair or processing remain on the Supplier’s premises entirely at the Customers risk and shall be repaired or processed at the Customers risk.

9. Liability

a) The Supplier shall not be liable for any shortage in the quantity delivered unless a claim in writing shall have been received by the Supplier from the Customer within 7days of the delivery of the Goods. Where liability for any shortage is acceptable by the Supplier the Supplier’s only obligation shall be to make good such shortage.(b) In the event of any defect or failure in the quality, nature or condition of the Goods or failure of the Goods to comply with any specification the Supplier shall replace or repair free of charge any Goods provided that the defect or failure arises under proper use and solely by reason of faulty material or workmanship and written notice is given to the Supplier within 12 months of delivery of the Goods after which all liability on the Supplier’s part shall cease.(c) Subject to the foregoing all conditions, warranties or representations expressed or implied by statute common law or otherwise in relation to the Goods are here by excluded. Furthermore the Supplier shall be under no liability to the Customer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise however arising out of the Contract and whether or not caused by the negligence of the Supplier, its servants or agents save that the Supplier shall accept liability for death or personal injury caused by the negligence of the Supplier.

10. Cancellation

The Supplier shall be entitled to full indemnity if the Customer cancels an order that theSupplier has accepted.

11. Licences and Consents

a) The Contract is conditional upon the obtaining of all licences or consents necessaryfor its performance (other than for the importation of the Goods by the Customer) inwhich connection the Customer shall sign all such forms and documents and render suchother assistance to the Supplier as may be necessary.

(b) The Customer shall obtain at its own expense any licence or consent required for theimportation of the Goods by the Customer and if necessary or so required, shall produceevidence of the same to the Supplier on demand.

12. Force Majeure

a) The Supplier shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of the Goods by the Supplier being prevented, hindered or delayed by reason of any force majeure circumstances.

(b) In this Condition “force majeure circumstance” shall mean any act of God, riot, strike, lock-out, trade dispute or labour disturbances, accident breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, material or transport, or other circumstances whatsoever outside the control of the Supplier affecting the provision of the Goods or of raw materials therefore by the Supplier’s usual source of supply or the manufacture of the Goods by the Supplier’s normal means or the delivery of the Goods by the Supplier’s normal route or means of transport.

13. Waiver

The failure on the part of either party to the Contract to exercise or enforce any rights bythe Contract shall not be deemed to be a waiver of any such right nor operate so as tobar the exercise or enforcement thereof at any time or times thereafter.

14. Notices

Any notice required to be given hereunder in writing shall be deemed to have been dulygiven if by pre-paid first class post, telex or telegraph addressed to the party concernedas its principal place of business or last known address.

15. Headings

Headings to any of these Conditions are included to facilitate reference only and shallnot affect the construction hereof.

16. Governing Law

The Contract shall be governed by the construed and interpreted in accordance with the laws of England and for the purposes of settlement of any disputes arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the English Courts.

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