TERMS AND CONDITIONS

Cooke Brothers standard and web terms and conditions.

 

Website Terms and Conditions

Our Terms
1. These Terms

1.1 What these terms cover. These are the terms and conditions on which we supply products to you via our website.

1.2 Why you should read them. Please read these terms carefully before you submit your order to us on our website. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms please contact us to discuss.

1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
• You are an individual.
• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase online [where you make purchases in an alternative manner, separate terms will apply see Terms & Conditions]. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2. Information About Us And How To Contact Us

2.1 Who we are. We are Cooke Brothers Limited a company registered in England and Wales. Our company registration number is 00521209 and our registered office is at Northgate, Aldridge, Walsall, WS9 8TL. Our registered VAT number is 100025360.

2.2 How to contact us. You can contact us by telephoning on 01922 740001 or by writing to us at sales@cookebrothers.co.uk. Or Cooke Brothers Ltd, Phoenix Drive, Northgate, Aldridge, Walsall, WS9 8TL.

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. Our Contract With You

3.1 How we will accept your online order. Our acceptance of your order will take place when we acknowledge your order, at which point a contract will come into existence between you and us.

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 [Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order].

3.4 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.

3.5 Our Advice. This Contract constitutes the entire agreement between us. You must not rely on any statement, promise, representation, assurance or warranty given by us which is not set out in these terms. Any advice or recommendation given by us (for example regarding which products to purchase) shall not be relied on by you.

4. Our Products

4.1 Products may vary slightly from their pictures. The images of the products 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 products. Your product may vary slightly from those images.

4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.

5. Your Rights To Make Changes

If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. Our Rights To Make Changes

6.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements and
(b) to implement minor technical adjustments and improvements. These changes will not affect your use of the product.

7. Providing The Products

7.1 Delivery costs. The costs of delivery will be as displayed to you on our website.

7.2 When we will provide the products.
(a) We will contact you with an estimated delivery date, which will be within 30 days after the day on which we accept your order.

7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

7.4 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours on weekdays (excluding public holidays)

7.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products.

7.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.

7.7 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you collect it from us.

7.8 When you own goods. You own a product which is goods once we have received payment in full. Where you are a business, you will not own the goods until we have received payment for the goods and any other outstanding invoices in full.

7.9 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you,. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.10 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see clause 6).

7.11 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 4 weeks we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, for a period of more than 6 weeks and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.12 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 14.4) and you still do not make payment within [10 ] days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 14.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 14.6).

8. Your Rights To End The Contract

8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 12 if you are a consumer and clause 13 if you are a business;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
(c) If you are a consumer and have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 8.7

8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to.
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons.
(e) you have a legal right to end the contract because of something we have done wrong.

8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
(a) any products which become mixed inseparably with other items after their delivery.
(b) the products are specials where they are, for example, made to your specification or contain your branding.
(c) Any products, which will be notified at point of acknowledgement.

8.5 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered, and paid for. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and where you are a consumer, we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) compensation for the net costs we will incur as a result of your ending the contract. Where you are a business and you end a contract under this clause, we will refund any sums paid by you for products not provided but we may deduct from that refund (or if you have not made and advance payment, charge you) all loss of profits, express charges and other loss or damage (including the cost of labour and materials used) incurred by us as a result of cancellation.

9. How To End The Contract With Us (Including If You Are A Consumer Who Has Changed Their Mind)

9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Phone or email. Call us on 01922 740011 or email us at sales@cookebrothers.co.uk. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) By post. Write to us at that address, including details of what you bought, when you ordered or received it and your name and address.

9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at Cooke Brothers Ltd, Phoenix Drive, Northgate, Aldridge, Walsall, WS9 8TL. or (if they are not suitable for posting) allow us to collect them from you. Please call us on 01922 740011 or email us at sales@cookebrothers.co.uk for a return label or to arrange collection. If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.

9.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the products are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong/.
In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.

9.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.

9.5 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

9.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then
(a) we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.2.

10. Our Rights To End The Contract

10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 10 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;

11. You Must Compensate Us If You Break The Contract. If We End The Contract In The Situations Set Out In Clause 10.1 We Will Refund Any Money You Have Paid In Advance For Products We Have Not Provided But We May Deduct Or Charge You Reasonable Compensation For The NET Costs We Will Incur As A Result Of Your Breaking The Contract If There Is A Problem With The Product

How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone us on 01922 740011 or write to us at sales@cookebrothers.co.uk or Cooke Brothers Ltd, Phoenix Drive, Northgate, Aldridge, Walsall, WS9 8TL.

12. Your Rights In Respect Of Defetive Products If You Are A Consumer

12.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights.

Summary of your key legal rights as a consumer
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
], The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
• up to 30 days: if your goods are faulty, then you can get an immediate refund.
• up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
• up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 8.3.

12.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call us on 01922 740011 or email us at Cooke Brothers Ltd, Phoenix Drive, Northgate, Aldridge, Walsall, WS9 8TL.for a return label or to arrange collection.

13. Your Rights In Respect Of Defective Products If You Are A Business

13.1 Where we are not the manufacturer of the goods, we shall endeavour to transfer to you the benefit of any warranty or guarantee given to us.

13.2 If you are a business customer we warrant that on delivery any products which are goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship;

13.3 Subject to clause13.4, if:
(a) you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause13.2;
(b) we are given a reasonable opportunity of examining such product; and
(c) you return such product to us at our cost,
we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.

13.4 We will not be liable for a product's failure to comply with the warranty in clause 13.2 if:
(a) you make any further use of such product after giving a notice in accordance with clause 13. 3(a);
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you ;
(d) you alter or repair the product without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

13.5 Except as provided in this clause 13, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause13.2.

13.6 These terms shall apply to any repaired or replacement products supplied by us under clause13.3.

14. Price And Payment

14.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take reasonable care to ensure that the price of the product advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the product you order.

14.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

14.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we 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 end the contract, refund you any sums you have paid and require the return of any goods provided to you.

14.4 When you must pay and how you must pay. We accept payment with all major credit and debit cards (excluding American express)
(a) You must pay for the products before we dispatch them.

14.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

14.6 We can charge interest if you pay late. 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 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.

14.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

15. Our Responsibility For Loss or Damage Suffered By You If You Are A Consumer

15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 12.1; and for defective products under the Consumer Protection Act 1987

15.3 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 16.

16. Our Responsibility For Loss Or Damage Suffered By You If You Are A Business

16.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

16.2 Except to the extent expressly stated in clause 13.2all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

16.3 Subject to clause 16.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.

17. How We May Use Your Personal Information

17.1 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the products to you;
(b) to process your payment for the products; and
(c) if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.

17.2 We will only give your personal information to third parties where the law either requires or allows us to do so.

18. Other Important Terms

18.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.

18.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. However, if you are a consumer you may transfer our guarantee at clause 8.4 to a person who has acquired the product or, we may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property,

18.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 18.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

18.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

18.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

18.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Standard Terms and Conditions

1. General

a) All quotations are made and all orders are accepted subject to the following conditions. All conditions of the Customer or other conditions whatsoever are excluded from the Contract or any variation thereof, unless expressly accepted by Cooke Brothers Ltd (the Company) in writing.

b) Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or oral notice.

c) If any statement or representation has been made to the Customer, other than in the documents enclosed with the Company's quotation upon which the Customer relies, the Customer must set out that statement or representation in a document to be attached to or enclosed on the order in which case the Company may clarify the point and submit a new quotation.

2. Prices

a) All prices are quoted net delivered within the United Kingdom, subject to the current minimum carriage charge and are subject to fluctuation in the event of any increase in the cost of labour due to National Awards or increase in the cost of materials and overheads, any increase in such costs during the period of production will be added to the quoted price.

b) In the event of any alteration being required by the Customer in design specification or quantities the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.

c) All prices are quoted in UK Sterling and all charges and taxes must be settled in this currency.

3. Delivery

a) Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure of any cause to meet any delivery time stated.

b) Date of delivery shall in every case be dependent upon receipt of final instructions or approvals being obtained from the Customer.

c) The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due by default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby.

d) Times quoted for delivery refer only to the date of completion of goods at the company’s works.

4. Risk and title

a) Risk shall pass to the Customer on completion of delivery by the Company or their agents

b) Title to the goods shall not pass to the Customer until the earlier of:
(a) the Company receives payment in full (in cash or cleared funds) for the goods and any other goods that the Company has supplied to the Customer, in which case title to the goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the goods, in which case title to the goods shall pass to the Customer at the time specified in clause 4(d).

c) Until title to the goods has passed to the Customer, the Customer shall:
(a) store the goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s 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 the Company immediately if it becomes subject to any of the events listed in clause 15; and
(e) give the Company such information relating to the goods as the Company may require from time to time.

d) Subject to clause 4 (e), the Customer may resell or use the goods in the ordinary course of its busi-ness (but not otherwise) before the Customer 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 Company’s agent; and
ii) title to the goods shall pass from the Company 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 15, then, without limiting any other right or remedy the Company may have:
i) the Customer's right to resell the goods or use them in the ordinary course of its business ceases immediately; and
ii) the Company may at any time:
A) require the Customer to deliver up all goods in its possession that have not been resold, or irrevocably incorporated into another product; and
B) 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.

5. Cancellation & Returns

a) Cancellation will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.

b) The Company will not accept any request for credit in respect of goods returned, unless authority is granted in writing. A handling charge of 20 per cent will be made on accepted returns in addition to full carriage costs. Specially manufactured products will have a handling charge of up to 100 per cent levied against authorised returns.

6. Terms of Payment

a) Unless otherwise agreed by the Company in writing the terms of payment for the goods shall be net cash monthly account due and payable on the last day of the month following the month in which the goods are invoiced.

b) All accounts are payable to the Company’s office at Cooke Brothers Ltd, Northgate, Aldridge, Walsall, West Midlands, WS9 8TL.

c) In the event of a default in payment by the Customer in accordance with agreed terms the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries and to charge interest on any amount outstanding at the rate of 2% per annum above the Bank of England Minimum Lending Rate in force at the relevant time.

7. Shortages and defects apparent on inspection

a) The customer shall have no right or claim for shortages or defects apparent on inspection unless:
i) the Customer inspects the goods immediately on arrival at its premises; and
ii) a written complaint is made to the Company within seven days of receipt of the goods or such shorter period as the Carrier's conditions may provide specifying the shortage or defect; and
iii) the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.

b) If a complaint is not made to the Company herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to the contract and the Customer shall be bound to pay for the same accordingly and in such circumstances Condition 8(e) hereof shall not apply.

8. Guarantee

a) Subject to the other provisions of these Conditions the conditions and warranties contained in section 12 of the Sale of Goods Act, 1979 are to be implied into this contract.

b) The Customer shall have no claim or set-off in respect of defects not apparent in inspection at the time of delivery unless:
i) a written complaint is made to the Company as soon as the defect is noticed and no use is made of the goods thereafter or alteration made thereto by the Customer before the Company is given an opportunity in accordance with sub-paragraph (d) of this Condition to inspect the goods;
ii) the complaint is sent within six months of the date of despatch by the Company as specified on the Company's despatch note.

c) The Customer shall not be entitled to claim any set-off in respect of any repairs or alterations undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.

d) The Company may within 30 days of receiving such written complaint inspect the goods and the Customer if so required by the Company shall take all steps necessary to enable the Company to do so.

e) In the event of the condition of the goods being such as might or would (subject to these Terms & Conditions of Sale) entitle the Customer to claim damages, or to repudiate the contract (whether or not the same be apparent on inspection), the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute goods free of cost and within a reasonable time. If the Company does so repair the goods or supply satisfactory substitute goods the Customer shall be bound to accept such repaired or substitute goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered.

9. Liability

a) Under no circumstances whatsoever shall the Company be liable in respect of consequential loss, loss of profits, damage to property or injury to person and the Customer shall fully indemnify the Company from and against all loss, damage, demands, claims, actions and proceedings which are incurred by the Company or threatened, demanded, brought or made against the Company by any person , firm or company or governmental or other authority in respect thereof together with all costs and expenses incurred in relation thereto.

b) The Company's liability whether in respect of one claim or the aggregate of various claims arising out of any contract shall not exceed the purchase price payable by the Customer under the Contract.

10. Jigs, Tools & Dies

a) All jigs, tools and dies etc. made to meet Customers requirements remain at all times the property of the Company.

b) Where a Customer pays a substantial contribution toward the cost of the Tools, etc these are for the Customer's exclusive use for two years. After 18 months if the tools etc. remain unused for a period of one year, they may be destroyed, or used by the Company to produce products for general sale.

c) At any time where the Customer's contribution towards the tool cost is reimbursed to them, the tools etc. then become available for the unrestricted use of the Company.

11. Confidentiality

a) All samples, drawings, documents or other information supplied by the Company are supplied on the express understanding that the Customer will not without the written consent of the Company:
i) give away, loan or exhibit or sell any such samples, drawings, documents or other information or extract therefrom or copies thereof.
ii) use them in any way except in connection with the components or service for which they are issued.

12. Customer's Drawings

a) The Customer shall be solely responsible for the accuracy of all drawings, advice and recommendations given to the Company by the Customer either directly (e.g. as part of a main contract document) or indirectly or by the Customer's own advisers or consultants. Examination or consideration by the Company of such drawings, advice or recommendations shall in no way limit the Customer's responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.

b) The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which arise due to the manufacture of component to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged that they involve the infringement of a patent, registered design, copyright or design copyright or other exclusive right.

13. Data

a) Illustrations and specifications set out in the sales literature of the Company are statements of opinion and are provided for information only and form no part of the contract.

14. Sub-contractors

a) The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations hereunder.

15. Insolvency

a) If the Customer shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed for all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

16. Force Majeure

a) The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act of God, act of terrorism, government restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company's servants or not by reason of any other act, matter or thing beyond the reasonable control of the Company.

17. Waiver

a) Any failure by the Company to enforce any or all of these conditions shall not be construed as a waiver of any of its rights hereunder.

18. Legal

a) Any conflict shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.

19. Registration

a) Cooke Brothers Ltd is registered in England, No. 521209 at Phoenix Drive, Northgate, Aldridge, Walsall, WS9 8TL, England.

b) VAT Registration No. 100 0253 60