TERMS AND CONDITIONS

BACKGROUND:

These Terms of Sale set out the terms under which Goods are sold by Us to business customers through this website, www.capss.co.uk (“Our Site”).  Please read these Terms of Sale carefully and ensure that you understand them before ordering any Goods from Our Site.  You will be required to read and accept these Terms of Sale when ordering Goods.  If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Goods through Our Site.  These Terms of Sale, as well as any and all Contracts are in the English language only.

1. Application of Terms and Conditions 

1.1 CAPSS shall supply and the Customer shall purchase the Goods in accordance with an Order, which shall be subject to these Terms and Conditions; and 

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such Order is accepted or purported to be accepted, or any such Order is made or purported to be made, by the Customer. 

1.3 By submitting a purchase order or order request in accordance with clause 5, the Customer agrees to be subject to these Terms and Conditions, and agrees that an effective Order shall constitute a legally-binding contract between the Customer and CAPSS. 

2. Definitions and Interpretation 

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: 

“Business Day” means any day other than a Saturday, Sunday or bank holiday;

“Contract” means a contract for the purchase and sale of the Goods specified in an Order, to which these Terms and Conditions shall apply;

“Contract Price” means the final agreed price stated in the Order payable for the Goods;

“Customer” means the person who accepts a quotation or offer of CAPSS for the sale of the Goods, and whose order for the Goods is accepted by CAPSS; 

“Delivery Date” means the date on which the Goods are to be delivered; 

“Goods” means the goods which CAPSS is to supply in accordance with these Terms and Conditions;

“Offline Order” means an Order submitted in accordance with clause 5.1;

“Online Order” means an Order submitted on CAPSS’ website in accordance with clause 5.2;

“Order” means an effective Online or Offline order made by the Customer in accordance with clause 5 and accepted by CAPSS in accordance with clause 3.3; and 

“CAPSS” means CAPSS (UK) LIMITED, a company registered in England under 04774003 of 8 Lifford Way, Binley Industrial Estate, Coventry, CV3 2RN and includes all employees and agents of CAPSS. 

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to: “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means; 

a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; 

“these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time; a clause is a reference to a clause of these Terms and Conditions 

a “Party” or the “Parties” refer to the parties to these Terms and Conditions. 

2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions. 

2.4 Words imparting the singular number shall include the plural and vice versa. 

2.5 References to any gender shall include the other gender. 

3. Basis of Sale 

3.1 CAPSS’ employees or agents are not authorised to make any representations concerning the Goods unless confirmed by CAPSS in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. 

3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and CAPSS (with the authorised representatives of CAPSS being any director of CAPSS). 

3.3 Sales literature, price lists and other documents issued by CAPSS in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods shall be binding on CAPSS unless CAPSS has accepted the relevant Order. CAPSS acceptance of an Order shall be confirmed by: 

CAPSS’ written acceptance (ordinarily in the form of an order confirmation); delivery of the Goods; or CAPSS’ invoice. 

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by CAPSS shall be subject to correction without any liability on the part of CAPSS. 

4. The Goods 

4.1 The specification for the Goods shall be that set out in CAPSS’ sales documentation unless varied expressly in the Order. 

4.2 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by CAPSS are intended as a guide only and shall not be binding on CAPSS. 

4.3 CAPSS reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance. 

4.4 No Order which has been accepted by CAPSS may be cancelled by the Customer except as expressly authorised by these Terms and Conditions, or otherwise with the agreement in writing of an authorised representative of CAPSS on the terms that the Customer shall indemnify CAPSS in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by CAPSS as a result of such cancellation. 

5. Orders 

5.1 Offline Orders 
The procedure for Offline Orders is as follows: 

a) The Customer submits a purchase order for the Goods, based on a quotation from CAPSS. The purchase order must contain the relevant partnumbers, prices and the requested Delivery Date for the Goods. 

b) CAPSS shall, at its absolute sole discretion, be free to accept or reject the purchase order. 

c) If CAPSS chooses to accept the purchase order, CAPSS shall input it on its internal system, generating an order confirmation which shall be sent to the Customer in writing (constituting acceptance by CAPSS for the purpose of clause 3.3). If the price and Delivery Date in the order confirmation are the same as those in the purchase order, the order confirmation shall become an effective Order. 

d) The price and Delivery Date in the order confirmation may be different to those requested by the Customer in the purchase order. 

i) If the new price is lower than the price specified in the purchase order, or the new Delivery Date is no later than 30 days after the date of the issuing of the order confirmation, the new price shall become the Contract Price and the order confirmation shall become an effective Order. 

ii) If the new price is higher than the price specified in the purchase order, or if the new Delivery Date differs from the Delivery Date specified in the purchase order and the new Delivery Date is more than 30 days after the date of the issuing of the order confirmation, CAPSS shall notify the Customer of this in writing. The Customer shall have 14 days to confirm acceptance of the higher price or later Delivery Date; if the Customer rejects it, or does not respond, the sale order shall be cancelled and shall not become an effective Order. If the Customer responds in writing within the 14 days confirming acceptance of the new price or Delivery Date, the new price shall become the Contract Price (if applicable) and the order confirmation shall become an effective Order.

 

5.2 Online Orders 

The procedure for Online Orders is as follows: 
a) The Customer follows the online ordering process on CAPSS’ website to submit an order request. Before submitting the order request, the Customer will have the opportunity to review and amend the details of their order request and is advised to ensure that they are certain it is correct. Once the Customer is satisfied that their order request is correct, they shall then submit it. 

b) If during the order request process the Customer provides CAPSS with incorrect or incomplete information, the Customer is advised to contact CAPSS as soon as possible. If CAPSS is unable to process an order request due to incorrect or incomplete information, CAPSS will contact the Customer asking them to correct it. If the Customer does not give CAPSS the accurate or complete information within a reasonable time of CAPSS request, CAPSS will disregard that order request and it shall not become an effective Order. If CAPSS incurs any costs as a result of the Customer’s incorrect or incomplete information, CAPSS shall be entitled to pass those costs on to the Customer at CAPSS’ discretion. 

c) CAPSS shall, at its absolute sole discretion, be free to accept or reject the order request if the actual price of the Goods is lower than or equal to the price for those Goods given in the order request. If the actual price of the Goods is higher than the price for those Goods given in the order request, CAPSS shall withhold its acceptance of the order request and shall contact the Customer to notify them of the increased 
price. If the Customer accepts the new price, CAPSS shall then be free to accept the order request at the new price, which shall become the Contract Price. 

d) If CAPSS chooses to accept an order request, CAPSS shall issue an order confirmation which shall be sent to the Customer in writing (constituting acceptance by CAPSS for the purpose of clause 3.3). The order request shall then become an effective Order. The order confirmation shall include:

i) the order number; 
ii) confirmation of the Goods ordered including full details of the main characteristics of those Goods; 
iii) Fully itemised Contract Prices for the Goods ordered including, where appropriate, taxes, delivery and other additional charges; and 
iv) The estimated Delivery Date(s). 

6. Price 

6.1 Though CAPSS shall make reasonable efforts to provide accurate and up-to-date quotations and listed prices, only the final agreed Contract Price shall be contractually binding on CAPSS, and the Contract Price shall be subject to clause 6.2. 

6.2 CAPSS reserves the right, by giving written notice to the Customer at any time after acceptance of an Order but before delivery, to increase the Contract Price to reflect any increase in the cost to CAPSS which is due to any factor beyond the control of CAPSS (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give CAPSS adequate information or instructions. 

6.3 Except as otherwise stated under the terms of any Order or in any price list of CAPSS, and unless otherwise agreed in writing between the Customer and CAPSS, all quoted prices are exclusive of CAPSS’ charges for packaging and transport, which shall apply in addition. 

6.4 The Customer shall be liable to pay CAPSS any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods. 

7. Payment 

For Offline Orders 

7.1 Subject to any special terms agreed in writing between the Customer and CAPSS, CAPSS will invoice the Customer for the Contract Price in readiness for payment in full upon delivery of the Goods. 

7.2 Where the Customer wishes to make payment through a third-party finance arrangement, adequate prior notice must be given to CAPSS to enable completion of any additional documentation in sufficient time to ensure payment in accordance with clause 7.3. Contact finance details must be provided to CAPSS in advance of delivery. Failure to provide adequate prior notice may impact on Contract timescales. 

7.3 The terms of payment shall be that the Contract Price under clause 7.1 is payable in full on delivery of the Goods, whether or not title has passed to the Customer; 

7.4 Time for payment of the Contract Price shall be of the essence. 

7.5 If the Customer fails to make payment in full on the due date, the whole of the balance of the Contract Price and any other sums due then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to CAPSS, CAPSS shall be entitled to: 

a) terminate the Contract or suspend any further deliveries of Goods (whether ordered under the same Contract or not) to the Customer; 
b) appropriate any payment made by the Customer to such of the Goods supplied under any other Contract between the Customer and CAPSS as CAPSS thinks fit (despite any purported appropriation by the Customer); 
c) charge interest on the amount outstanding from the due date to the date ofreceipt by CAPSS (whether before or after judgment), at the annual rate of 4% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. CAPSS reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
d) make a storage charge for any undelivered Goods at its current rates from time to time; 
e) stop any Goods in transit; and 
f) apply a general lien on all Goods and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to CAPSS. CAPSS shall be entitled, on the expiry of 14 days’ notice in writing, to dispose of such Goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding. 

7.6 All sums payable to CAPSS under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This clause 7.6 is without prejudice to any right to claim for interest under the law, or any right under the Contract. 

7.7 CAPSS may, without prejudice to any other rights it may have, set off any liability of the Customer to CAPSS against any liability of CAPSS to the Customer. 

7.8 The Customer shall pay the Contract Price and any other sums due to CAPSS in pounds sterling.

For Online Orders 

7.9 In the course of making an Online Order, the Customer shall pay the Contract Price via CAPSS’ website. 

7.10 The Contract Price is payable without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law). 

7.11 In the event that the Customer’s payment is recalled by a bank or PayPal, or CAPSS is otherwise deprived of the Customer’s payment after receiving it due to any act of the Customer or any third party acting on behalf of (or pursuant to any request or report of) the Customer, the full amount of the Contract Price shall immediately become due and payable to CAPSS and the provisions of clauses 7.5 to 7.8 shall apply with respect to that outstanding amount. 

8. Delivery 

8.1 Delivery of the Goods shall be made by CAPSS delivering the Goods to the place in the United Kingdom specified in the Order or, if no place of delivery is so specified, by the Customer collecting the Goods at CAPSS’ premises at any time after CAPSS has notified the Customer that the Goods are ready for collection. 

8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by CAPSS in writing. The Goods may be delivered by CAPSS in advance of the Delivery Date upon giving reasonable notice to the Customer. 

8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, CAPSS shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of clause 9.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to CAPSS all costs and expenses including storage and insurance charges arising from such failure.

 

9. Non-Delivery of Goods 

Due to Customer 

9.1 If no one is available at the Customer's delivery address to receive and sign for the Goods, CAPSS will leave a note explaining how to rearrange delivery or where to collect the Goods. 

9.2 If the Customer does not collect the Goods or rearrange delivery within 20 working days, CAPSS will contact the Customer to ask how they wish to proceed. If CAPSS cannot contact the Customer or arrange redelivery or collection, CAPSS will treat the Contract as cancelled and recover the Goods. In this case, the Contract Price (minus the 30% deposit if applicable) will be refunded to the Customer, but not the cost of delivery. CAPSS shall be entitled at its discretion to bill the Customer for any reasonable additional cost incurred in recovering the Goods. 

Due to CAPSS

9.3 In the event that CAPSS fails to deliver the Goods within 30 calendar days of CAPSS' order confirmation (or by any later date agreed in accordance with clause 5.1(d)(ii)), the Customer may treat the Contract as being at an end immediately if any of the following apply: 

a) CAPSS has refused to deliver the Customer's Goods; or 
b) the Customer informed CAPSS in writing, within 3 Business Days of submitting a purchase order or order request, that delivery within that time period was essential. 

9.4 If the Customer does not wish to cancel under clause 9.3 or if none of the specified circumstances apply, the Customer may specify a new (reasonable) delivery date. If CAPSS fails to meet the new deadline, the Customer may then treat the Contract as being at an end. 

9.5 The Customer may cancel all or part of their Order under clauses 9.3 or 9.4 provided that separating the Goods in their Order would not significantly reduce their value. Any sums that the Customer has already paid for cancelled Goods and their delivery will be refunded to the Customer within 20 working days. If any cancelled Goods are delivered to the Customer, the Customer must return them to CAPSS or arrange with CAPSS for their collection. 

9.6 Delivery shall be deemed complete once CAPSS has delivered the Goods to the address specified in the Order (or any alternative address provided by the Customer). 

9.7 Ownership of the Goods passes to the Customer once CAPSS has received payment in full of all sums due, including any applicable delivery charges. 

9.8 Responsibility for the risk in the Goods will pass to the Customer when delivery is complete, as defined in clause 9.6. 

9.9 Any refunds due under this clause 9 will be made using the same payment method that the Customer used when ordering the Goods. 

10. Assignment 

10.1 CAPSS may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer. 

10.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of CAPSS. 

11. Defective Goods 

11.1 CAPSS warrants that the Goods, on delivery, and for a period specified by the manufacturer thereafter (the "Warranty Period") shall be as described; be free from material defects in design, material, and workmanship; be of satisfactory quality (as defined in the Sale of Goods Act 1979); and be fit for any purpose described by the manufacturer.

11.2 If any Goods the Customer has purchased do not comply, subject to clause 11.3 and the Customer's compliance with clauses 11.2(a) to 11.2(c), CAPSS shall, at CAPSS’ option, offer to repair the affected Goods, replace them, or issue the Customer with a full refund for the price of the affected Goods. The following conditions shall apply: 

a) the Customer must give CAPSS written notice of the non-compliance during the Warranty Period and within a reasonable time of discovering it; 
b) the Customer must return the Goods in question to CAPSS (at CAPSS' expense) (see clause 11.6 for more information); and 
c) the Customer must give CAPSS a reasonable opportunity to examine the Goods in question or return them to the manufacturer for inspection and comment. 

11.3 CAPSS will not be liable for any non-compliance with the provisions of clause 11.1 of any Goods if any of the following apply: 

a) the Customer has made any further use of the affected Goods after giving CAPSS written notice of the non-compliance under clause 11.2(a); 
b) the non-compliance has arisen as a result of the Customer's failure to follow respective manufacturers' instructions on the correct usage, application, maintenance, installation, storage of the affected Goods, or, where no instructions are provided, the Customer's failure to follow good trade practice with respect to the same; 
c) the non-compliance has arisen as a direct result of any information (incorrect or otherwise) provided by the Customer to CAPSS; 
d) the Customer has made any unauthorized alterations or repairs to the affected Goods; or 
e) the non-compliance is the result of normal wear and tear, deliberate damage, negligence, or abnormal or unsuitable working conditions. 

11.4 The terms of this clause 11 shall also apply to any Goods that are repaired or replaced under clause 11.2. 

11.5 Except as provided in this clause 11, CAPSS shall have no further liability to the Customer with respect to Goods that do not comply with clause 11.1. 

11.6 To return Goods to CAPSS for any reason under this clause 11, the Customer should contact CAPSS to arrange for a collection and return. CAPSS will accept reasonable costs of returning Goods under this clause 11 and will reimburse the Customer where appropriate. 

11.7 Refunds (whether full or partial) under this clause 11 will be issued within 10 working days of the day on which CAPSS agrees that the Customer is entitled to the refund. 

11.8 Any and all refunds issued under this clause 11 will include all delivery costs paid by the Customer when the Goods were originally purchased. 

11.9 Refunds under this clause 11 will be made using the same payment method that the Customer used when ordering the Goods. 

12. Force Majeure 

12.1 CAPSS will not be liable for any failure or delay in performing its obligations where that failure or delay results from any cause that is beyond CAPSS' reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs, or other industrial actionby third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual, or preparations for war), epidemic or other natural disaster, or any other event that is beyond CAPSS' reasonable control. 

 

 

12.2 If any event described under this clause 12 occurs that is likely to adversely affect CAPSS’ performance of any of its obligations under these Terms of Sale: 

a) CAPSS will inform the Customer as soon as is reasonably possible; 
b) CAPSS will take all reasonable steps to minimize the delay; 
c) To the extent that CAPSS cannot minimize the delay, its affected obligations under these Terms of Sale (and therefore the Contract) will be suspended, and any time limits that CAPSS is bound by will be extended accordingly; 
d) CAPSS will inform the Customer when the event outside of CAPSS' control is over and provide details of any new dates, times, or availability of Goods as necessary; 
e) If the event outside of CAPSS’ control continues for more than 20 working days, CAPSS will cancel the Contract and inform the Customer of the cancellation. Any refunds due to the Customer as a result of that cancellation will be paid to the Customer as soon as is reasonably possible and in any event within 20 working days of the date on which the Contract is cancelled and will be made using the same payment method that the Customer used when ordering the Goods. 
f) If an event outside of CAPSS’ control occurs and continues for more than 20 working days and the Customer wishes to cancel the Contract as a result, the Customer may do so by contacting CAPSS, in each case providing CAPSS with the Customer's name, address, email address, telephone number, and Order Number. Any refunds due to the Customer as a result of such cancellation will be paid to the Customer as soon as is reasonably possible and in any event within 20 working days of the date on which the Contract is cancelled and will be made using the same payment method that the Customer used when ordering the Goods. 

13. Liability 

13.1 CAPSS will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by CAPSS’ servants or agents or otherwise) which arise out of or in connection with the supply of the Goods. 

13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 

13.3 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons. 

13.4 Nothing in these Terms and Conditions excludes or limits the liability of CAPSS: 

a) for death or personal injury caused by CAPSS’ negligence; 
b) for any matter which it would be illegal for CAPSS to exclude or attempt to exclude its liability; or

c) for fraud or fraudulent misrepresentation.13.5 Subject to the remaining provisions of this clause 13: 
a) CAPSS’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and 

b) CAPSS shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 

 

14. Communications 

14.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. 

14.2 Notices shall be deemed to have been duly given: 

a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or 
b) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or 
c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or 
d) on the tenth business day following mailing, if mailed by airmail, postage prepaid. 14.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party. 

14.4 Unless otherwise notified, CAPSS’ contact details are as follows: 

Telephone: +44 (0)2476 444664; 
Email: sales@capss.co.uk; 
Post: CAPSS(UK) Ltd, 8 Lifford Way, Binley Industrial Estate, Coventry, CV3 2RN 

15. Waiver 

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver. 

 

16. Severance 

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable. 

17. Third Party Rights 
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999. 

18. Law and Jurisdiction 

18.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. 

18.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.