REMO & CCORRN standard conditions for the supply of paint and other products

1. Interpretation
   •  

• Business Day: a day other than a Saturday, Sunday or public holiday in England.
• Conditions: the terms and conditions set out in this document.
• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods, comprising an Order and these Conditions.
• Customer: the person or entity who purchases Goods from the Supplier in accordance with these Conditions.
• Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials.
• Goods: the goods (or any part of them) set out in the Order.
• Intellectual Property Rights: all patents, registered and unregistered designs, copyright, trade marks, know-how and all other intellectual property right wherever in the world they exist.
• Order: the Customer’s completed order form for Goods.
• Specification: any non-standard specification for the Goods, including any related plans, designs and drawings, that is requested by the Customer and agreed in writing by the Customer and the Supplier.
• Supplier: Cambridgeshire Community Reuse and Recycling Network Limited (Reg’d in England and Wales with no.5370849).
  • • 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.
    • Any words following the terms including, include, in particular, for example or similar shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
    • A reference to writing or written excludes fax but not email.

2. Basis of contract
   • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are or may be implied by law, trade custom, practice or course of dealing. Any purported variation to the Contract shall be invalid unless agreed in writing by the Supplier.
   • 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.
   • The Order shall be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
   • Any samples, drawings, descriptive matter, advertisements, catalogues or brochures produced by the Supplier 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.
   • Where a sample of the Goods is shown to and inspected by the Customer, such a sample is representative in nature and the Customer acknowledges that the Goods may differ slightly as a result of the manufacturing process.
3. Goods
   • The Goods are described in the Supplier’s catalogue or the Specificatio However, the Customer acknowledges that any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description and the Customer does not in any way rely on any description when entering into the contract.
   • To the extent that the Goods are to be manufactured in accordance with a Specification, 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 reasonable 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 any third party Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Specification. This clause 2 shall survive termination of the Contract.
   • The Supplier reserves the right to amend the Goods, including any description of the same (including the Specification) if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
   • The Supplier warrants that on delivery, and for a period of 12 months thereafter (Warranty Period), the Goods shall:
     • conform in all material respects with their description;
     • be free from material defects in design, material and workmanship; and
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) for the purpose of the Goods held out by the Supplier.
   • Subject to clause 6, if:
     • the Customer gives notice in writing to the Supplier during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4;
     • the Supplier is given a reasonable opportunity to examine such Goods; and
     • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business,

the Supplier shall, at its option, remediate or replace the defective Goods, or refund the price of the defective Goods to the Customer in full.

• The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 4 if:
  • the Customer makes any further use of such Goods after notifying the Supplier in accordance with clause 5;
  • the defect arises because the Customer or end user fails to follow the Supplier’s oral or written instructions as to the storage, transportation, use or maintenance of the Goods or (if there are none) good practice regarding the same;
  • the defect arises as a result of the Supplier following any Specification supplied by the Customer;
  • the Customer or end user alters the Goods without the written consent of the Supplier;
  • the defect arises as a result of fair wear and tear, or wilful damage, negligence, exposure to extreme temperatures or abnormal storage, use or working conditions other than by the Supplier; or
  • 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.
• Except as provided in this clause 3, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.
• The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded to the fullest extent permitted by law.
• These Conditions shall apply to any remediated or replacement Goods supplied by the Supplier.
• As between the parties, all Intellectual Property Rights in the Goods (including their manufacture) shall be owned by the Supplier.

4. Delivery
   • The Supplier will provide with each delivery or collection of the Goods a delivery note that shows the date of the Order, the Order number, the type and quantity of the Goods, and special storage instructions (if any).
   • The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location) unless the Customer specifies that they wish to collect the Goods at the point of the Order. In which case, the Customer shall collect the Goods from the Supplier’s nominated address within 14 days of the date of the Order.
   • The Customer shall make all arrangements necessary to take delivery of or collect the Goods whenever they are tendered for delivery or made available for collection (as appropriate).
   • Any dates quoted for delivery or collection are approximate only, and the time of delivery or availability for collection is not of the essence. The Supplier shall not be liable for any delay in delivery or availability for collection of the Goods that is caused by: (i) failure by the Supplier to make timely payment in accordance with clause 6; (ii) a Force Majeure Event; or (iii) 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.
   • If the Supplier fails to deliver the Goods within fourteen Business Days after the day quoted by the Supplier for approximate delivery, the Customer may cancel the Contract. The Customer shall have no such cancellation right for the Supplier’s failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to accept delivery or failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   • If the Supplier is unable to deliver the Goods because of actions or circumstances under the control of the Customer or the Customer does not collect the Goods when it is due to do so, then, except where such failure or delay is caused by a Force Majeure Event:
     • Delivery or collection of the Goods shall be deemed to have been completed at 9.00 am on the Business Day after the day on which the Supplier attempted to deliver the Goods or on which the Customer should have collected the Goods; and
     • (subject to clause 4.7) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
   • If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection and the Customer has not taken actual delivery or collection of them, the Supplier may (at its election) resell or otherwise dispose of part or all of the Goods and the Supplier will have no further obligations under the Contract.
   • The Customer shall notify the Supplier by telephone or email to admin@ccorrn.org.uk within 5 Business Days of any damages, shortages, over deliveries or duplicated Goods delivered by the Supplier, providing full particulars, and the Supplier may, at its option:
     • For Goods damaged by the Supplier prior to delivery, repair or replace those Goods, or refund to the Customer the price of the damaged Goods in full;
     • For Goods not delivered by the Supplier (shortages), either deliver the undelivered Goods to the Customer in satisfaction of the Order, or refund to the Customer the purchase price of the undelivered Goods in full;
     • For over-delivered and duplicated Goods, request the return of those Goods by the Customer, arrange collection of those Goods from the Customer (which the Customer shall reasonably assist with), or agree with the Customer such other outcome in respect for those Goods (which may include the purchase of those Goods by the Customer).

5. Title and risk
   • The risk in the Goods shall pass to the Customer on delivery or collection of those Goods.
   • Title to the Goods shall pass to the Customer on the earlier of:
     • the Supplier receiving 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 later time of (i) payment of all such sums and (ii) the Customer takes delivery of or collects the Goods; and
     • the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.
   • Until title to the Goods has passed to the Customer, the Customer shall:
     • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
     • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
     • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(b) to clause 8.1(d); and
     • 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.
   • Subject to clause 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:
     • it does so as principal and not as the Supplier’s agent; and
     • title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
   • At any time before title to the Goods passes to the Customer, the Supplier may 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.
6. Price and payment
   • The price of the Goods shall be the price set out in the Order, or, if no price is set out in the Order, 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, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
     • 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);
     • any request by the Customer to change the delivery or collection date(s), quantities or types of Goods ordered, or the Specification; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
   • The price of the Goods:
     • 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
     • excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer by the Supplier.
   • The Supplier may invoice the Customer for the Goods upon acceptance of the Order or at any time thereafter.
   • The Customer shall pay each invoice submitted by the Supplier:
     • Within 30 days of the earlier of the date of the invoice and when the Goods are ready for delivery or collection; and
     • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

• The Supplier may require partial payment for the Goods at the time of Order.
• 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 8:
  • 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 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, and at 4% a year for any period when that base rate is below 0%; and
  • the Supplier shall be entitled to refuse to make delivery or refuse collection of any undelivered or uncollected Goods, without liability.
• 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).

7. Limitation of liability
   • Subject to clause 3, the Supplier’s total liability to the Customer shall not exceed the Order value.
   • Subject to clause 3, the following types of loss are wholly excluded whether: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.
   • Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (i) death or personal injury caused by negligence; and (ii) fraud or fraudulent misrepresentation.
   • The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract whether arising in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   • This clause 7 shall survive termination of the Contract.
8. Termination
   • 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 commits a material breach of any term of the Contract (including failure to take delivery of or collect the Goods when due) and (if such breach is remediable) fails to remedy that breach within 5 Business Days of the Customer being notified in writing to do so;
     • 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;
     • the Customer suspends, ceases, or threatens to suspend or cease to carry on its business (or a substantial part thereof); or
     • 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.
   • 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 1(b) to clause 8.1(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 the Contract on the due date for payment.
   • 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.
   • 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 (where due) 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.
   • Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
   • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
9. Force majeure. The Supplier shall not 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 three months, the party not affected may terminate the Contract by giving 10 Business Days’ written notice to the affected party.
10. General
    • Relationship between the parties. Nothing in the Contract shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in the Contract shall be deemed to construe either of the parties as the agent of the other.
    • Assignment and other dealings. The Customer may not assign, transfer, subcontract, delegate 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.
    • Entire agreement.
      • The Contract constitutes the entire agreement between the parties in respect of its subject matter.
      • 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.
    • No variation of the Contract shall be effective unless it is in writing and signed by the parties.
    • • 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.
      • A delay or failure to exercise (in whole or part of) any right or remedy shall not be deemed to 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.
    • 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 10.6 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.
    • • Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
      • Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; or; 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.
    • Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to any third party to enforce any term of the Contract.
    • Governing law and jurisdiction. 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 laws of England. Each party irrevocably agrees that the courts of England 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.