Terms & Conditions of sale

  1. General
    1. All Contracts of Sale between Countryside Automation Limited hereafter referred to as The Seller and the Buyer are subject to these conditions unless the Seller specifically varies the same in writing. In the event of conflict or inconsistency between these conditions and the terms or conditions of any order or acceptance these conditions shall prevail. The Buyer’s terms and conditions (if any) shall not apply.  
    2. The Contract shall come into existence upon the issue of the Seller’s acknowledgement of the Buyer’s order. 
    3. Although the Seller shall take all reasonable practical steps to achieve delivery dates, time shall not be of the essence in this respect. 
  2. Quotations
    1.  The Seller will upon request issue a written quotation which shall remain in for 30 days unless otherwise stated. However, any despatch dates given in any quotation shall be for guidance only and shall be subject to confirmation on receipt of the Buyer’s order.
  3. Acknowledgement of orders 
    1. The Buyer may place an official order on their company headed paper by fax, by emailing a PDF copy of the signed agreement, or by post, quoting an official order number (if applicable). Copies of an official order must then be marked “Confirmation” by the buyer. The Seller shall not accept responsibility for the duplication of the order which results from failure to use this procedure. 
    2. A 40% deposit must be made on receipt of order where an official order number is not received. 
    3. Upon receipt of any official order the Seller will issue a written acknowledgement and advice therein the scheduled despatch dates and any other applicable terms and conditions. 
  4. Variation and/or Cancellation of Orders 
    1. The contract is subject to a 14 day cooling off period, commencing the day after signing. During this time you may cancel the agreement by sending written notice via email to admin@countryside-group.co.uk or by post to Countryside Automation, Communication House, 47 Church Street, Great Baddow, Chelmsford, Essex CM2 7JA. We will confirm receipt of your cancellation.
    2. No purchase order/order which has been accepted by the Seller may be cancelled by the buyer except with the agreement in writing of the Seller and on the terms that the Buyer will indemnify the Seller in full against all losses (including loss of profit) costs (including the cost of all labour and material used), damages. charges and expenses incurred by the Seller as a result of the cancellation. 
    3. The Buyer shall be responsible for all costs involved in returning goods if already despatched from the Sellers works. 
    4. The Seller will consider any reasonable request by the Buyer for the work to be varied, whether by means of addition, omission or substitution. The difference in price arising out of such variation shall be notified to the Buyer within a reasonable time and this difference may include any associated loss and/or expense. Where the Seller agrees to proceed with the variation the price of it shall be deemed to be as notified to the Buyer and shall be included with the payment to be made under clause 5 hereof. 
  5. Prices and Terms of Payment
    1. The prices charged will be those ruling at date of order acknowledgement unless otherwise notified in writing. 
    2. Full and final payment will become payable upon completion of works and customers satisfaction unless a full company order has been issued and payment terms have been agreed in advance.
    3. Payment shall be in full and without deduction or set off.
    4. Should the Buyer default in payment, for whatever reason, on the due date of any sum, without prejudice to any other right which the Seller may have (a) the Seller shall be entitled to be paid interest at the rate of 4% above minimum lending rate (as published) from time to time on such sum accruing from due date and (b) all sums then invoiced by the Seller to the Buyer become due and payable in full, whether or not 30 days has passed since the date of the invoice and (c) the Seller may suspend or cancel the delivery of further goods to the Seller. 
    5. All prices referred to herein exclude VAT, Purchase Tax or any other tax or duty which is or may be levied or charged. The amount of such taxes or duties calculated at the rate prevailing at the appropriate time will be added to such prices. 
    6. Where a deliver date has been agreed as per clause 3 and the buyer is unable to take delivery the Seller reserves the right to invoice the Buyer. 
    7. Large orders may be subject to interim stage payments at order acknowledgement and despatch. Unless previously agreed in writing no retention’s or discounts are acceptable. 
    8. If payment under the contract is not received in full and in cleared funds when due under the contract then no warranty whatsoever is given by the Seller in respect of the goods or equipment supplied. 
  6. Reservation of Title 
    1. The ownership of the goods supplied under the contract shall remain with the Seller until all payments due to him under the contract have been made in full in cleared funds. In the event of any failure of the Buyer to make payment in accordance with the contract the Seller may without prejudice to any other rights which he may possess recover, re-sell or otherwise dispose of the goods. The Buyer hereby agrees that the Seller may enter upon the Buyer’s premises for the purpose of the said recovery. Furthermore, if any of the goods shall become incorporated into any other goods before payment is made, the property in the whole of the goods shall be and remain with the Seller until all payments due to him under the contract have been made in full and the Seller’s right of recovery shall extend to those other goods. Notwithstanding the terms of clause 6, risk in the goods supplied shall transfer to the Buyer once the goods are despatched from the Sellers works and at such time the Buyer shall accept responsibility for the safe keeping, protection and preservation of the goods in accordance with conventional working practises. Thus the buyer shall be liable for any damage or loss of the goods, whether or not they have been paid for. 
  7. Storage
    1. Should the Seller be prevented by the buyer from despatching or delivering the goods for any reason whatsoever. the Buyer shall be liable to the Seller for all reasonable charges arising. including storage and handling fees. Unless other arrangements are agreed in writing. the seller shall charge 1% of the order value for each month/pro rata daily for storage until the goods are despatched or delivered (as the case may be). 
  8. Warranty (UK Mainland Only) 
    1. The warranties given in this Clause 8 are given only in the event that both (a) the Seller has received payment in full and in cleared funds when due in accordance with the contract and (b) that all equipment is commissioned where required by the Seller or its authorised services agents. If the Seller does not receive payment in full and in cleared funds when due under the contract and or the equipment is not commissioned by the Seller or its authorised services agents then no warranties will be given by the Seller and all warranties are excluded to the fullest extent as permitted by law. 
    2. Subject to 8(a) above the Seller will (in respect of goods which it supplies) make good, by repair or supply of replacement, defects which, (a) under proper use arise solely from faulty design (other than a design specified by the Buyer for which the Seller disclaims responsibility), materials or workmanship and (b) appear on the goods within a period of 12 calendar months from the agreed date of despatch. 
    3. In the event that the Buyer believes there is defect in the goods covered by clause 8 (b) it shall inform the Seller in writing as soon as it becomes aware of such defect. 
    4. Claims during the warranty period will only be investigated when accompanied by an official customer order number. The Buyer will be charged for work carried out on equipment that is of a non-warranty nature (or not covered by the warranty) at the prevailing hourly rate including but not limited to travelling time and replacement parts. 
    5. In order for the warranty to apply, the goods must have been operated and maintained by the Buyer and must have complied with all instructions and guidance relating to the goods, including but not limited to instructions regarding maintenance of the goods. The warranty will not apply if the goods are subject to wilful damage, negligence or abnormal working conditions by the Buyer. 
    6. The equipment must not have been neglected, misused, modified, or used for any other purpose than its intended purpose. This warranty does not apply to any items not supplied by the Seller or to defects arising from parts not made or approved by the Seller. 
    7. All timber products still have living characteristics and will therefore continue to react to both high and low temperatures, light, humidity and drought occurring over time. This is a natural occurrence. 
    8. Our warrantee for wooden gates is against the gate from falling apart at the joints, it does not cover the natural movement of timber which includes bowing, splitting, knots, twisting etc. Movement of a timber gate has to be expected during different seasons of the year and also depends on how well the gate has been treated after it has been hung. 
    9. Any part repaired or replaced under this clause 8 will be covered for the balance of the appropriate warranty period. 
    10. The Seller gives no warranty in relation to the goods except as set out in these terms and conditions.
  9. Limitation of liability 
    1. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer under any condition or other term implied or otherwise, or any duty at common law, or under the express terms of these terms, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claim; for compensation whatsoever (whether caused by the negligence of the Seller, bis agents or otherwise) which arise out of or in connection with the supply of goods by the Seller, and the entire liability of the Seller under or in connection with the contract between them shall not exceed the price of the goods supplied and all other liability of the Seller in connection with the contract between the Seller and the Buyer shall be excluded to the fullest extent permitted by law.
  10. Drawings & Specifications
    1. The Sellers drawings and specifications provided as part of the quotation shall conform to the requirements of the order and once approved shall not thereafter vary without prior agreement of the parties. 
    2. The Seller will upon request, supply further copies of the general arrangement drawings. 
    3. The Buyer shall be entitled to reproduce any drawings or specifications supplied by the Seller unless the Seller withholds the right to do so.
  11. Limitation as to use 
    1. The Buyer must satisfy himself that the application for which the product is purchased is one which is within the contemplated design and operating environment of the product as highlighted in the literature provided. The applications shown in the literature are, by their nature, general guidelines and the Buyer should satisfy himself that current local legislation and/or industry recommendations are satisfied for specific uses in any particular environment or industry. The Seller makes no representations or guarantees in this respect.
  12. Legal Construction 
    1. The Contract shall be governed by the laws of England; the parties agree to submit to the exclusive jurisdiction of the English courts. 
  13. Health & Safety at Work Act 1974 
    1. The attention of the Buyer is drawn to the provisions of the Health & Safety at Work Act 1974. The Seller will make available upon request information on the design, construction and installation of its products to ensure that as far as is reasonably practicable they are safe and without risk to health when properly used. It is the responsibility of the Buyer to take such steps as are necessary to ensure that the appropriate information relevant to the goods is available to its employees, servants, agents and any person to whom the Buyer supplies the goods and to any other person the Buyer reasonably considers should have knowledge thereof.
  14. Termination 
    The contract between the Seller and the Buyer can be terminated by the Seller immediately on giving written notice to the Buyer in the following circumstances:- 
    1. the Buyer commits a material breach or series of breaches resulting in a material breach of the agreement and such breach is not remediable or is not remedied within 14 days of written notice to do so. 
    2. The Buyer (a) suspends or threatens to suspend payment of its debts, (b) is unable to pay its debts as they fall due or (c) is unable to pay its debts (being a company) within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies. 
    3. the Buyer (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally
    4. The Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator is appointed in relation to the other, or a winding-up order is made in relation to the Buyer
    5. A receiver or administrative receiver may be or is appointed in relation to the Buyer or any of its assets
    6. any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer’s assets, and such attachment or process is not discharged within 14 days
    7. the Buyer takes or suffers any action similar to any of the above in any jurisdiction 
    8. there is a material change in the management, ownership or control of the Buyer 
    9. the Buyer suspends trading, ceases to carry on business, or threatens to do either 
    10. the Buyer (being an individual) dies or ceases to be capable of managing his own affairs 
    11. And the Buyer shall inform the Seller in writing as soon as possible after it becomes aware of the occurrence of any events in (a)to (k) (inclusive) above. 

      In addition to its rights under clause 16, the Seller may terminate this Agreement at any time: 
      1. on 30 days’ written notice to the Buyer; 
      2. immediately on written notice to the Buyer if the Buyer has failed to pay any amount due under this Agreement on the due date 

        On termination of this Agreement for any reason: 
    1. the Buyer will immediately pay all invoices of the Seller then outstanding and not disputed in good faith 
    2. the Seller will, within l0 Business Days, invoice the Buyer for all goods despatched or provided by, not yet invoiced and the Buyer will pay such invoice within a further 10 Business Days (unless the invoice is disputed in good faith) 
    3. the accrued rights and liabilities of the parties will not be affected, and clauses which expressly or by implication are to survive termination will do so 
  15. The Buyer may not set off any amount the Seller owes it against an amount it owes the Seller 
  16. The agreement between the Buyer and the Seller is not enforceable by any third party under the Contracts (Rights of 11Iird Parties) Act 1999 or otherwise. 
  17. No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.