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Please see below our Standard Terms and Conditions of Sale:
Crosby Composites – Terms and Conditions of Sale
1. Interpretation
1.1 In these conditions:
Buyer: the individual, firm, company or other party with whom Crosby Composites
contracts.
Contract: any contract under which Crosby Composites sells Goods and/or provides
Services to the Buyer.
Crosby Composites: Crosby Composites Limited (registered. no. 01991306).
Goods: the goods which Crosby Composites is to supply in accordance with the
Contract.
International Supply Contract: such a contract as is described in section 26 (3) of
the Unfair Contract Terms Act 1977.
Services: the whole or any part of the services which Crosby Composites is to supply
or carry out under the Contract.
1.2. Crosby Composites shall not be obliged to accept any order. Each order shall be
deemed to be an offer by the Buyer to purchase the Goods and/or the Services
subject to these conditions.
1.3. These conditions shall exclusively apply to the supply of the Goods and/or
Services. Unless otherwise agreed in writing by Crosby Composites in the Contract
any other terms of the Buyer shall not apply and are expressly rejected.
2. Specification
2.1. The Buyer shall be responsible to Crosby Composites for ensuring the accuracy
and timely provision of the terms of any order and specification for Goods or Services
to enable Crosby Composites to perform the Contract.
2.2. Any sample, drawing, descriptive matter and specifications produced by Crosby
Composites and any descriptions or illustrations contained in Crosby Composites
manuals, procedures and processes are produced solely to describe the Goods
and/or the Services approximately and shall not form a representation or be part of
the Contract.
3. Prices
3.1. The price for the Goods and/or the Services shall be the price set out in the
Contract or in the order.
3.2. Unless otherwise stated elsewhere within the Contract Crosby Composites shall
be entitled to increase its prices at any time to take account of any increase in the
cost to Crosby Composites of purchasing any goods, services, and labour costs, and
such increased prices at the date of despatch by Crosby Composites shall be
substituted for the previous Contract price.
3.3. If Crosby Composites accepts and processes an online order where a pricing
error is obvious and could reasonably have been recognised by the Buyer as a
mispricing, we may cancel the order, refund the Buyer any sums paid and require the
return of any Goods.
3.4. All prices quoted are exclusive of any applicable tax duties (including VAT) and
other government charges which are payable by the Buyer in respect of the Goods
and/or Services.
4. Delivery
4.1. Unless stated in the Contract or otherwise agreed in writing by Crosby
Composites, Crosby Composites is not responsible for delivery. Standard Crosby
Composites terms are ex works. Off-loading shall be at the Buyer's expense and the
Buyer shall provide appropriate equipment and manual labour for such off-loading.
The Buyer shall provide all requisite instructions, documents, licences and
authorisations required for or relevant to the delivery of the Goods and/or the
Services to enable delivery to take place. Crosby Composites shall not be liable for
any failure or delay in delivery as a result of the Buyer failing to comply with this
clause 4.1 or any other condition.
4.2. If the Contract requires the Buyer to take delivery of the Goods at Crosby
Composites premises Crosby Composites shall notify the Buyer of the collection
date and the Buyer shall take delivery of the Goods within 7 days of the collection
date.
4.3. Crosby Composites will endeavour to deliver the Goods or complete the
Services by any date specified in the Contract or within any period otherwise agreed
upon. Such dates and periods are estimates only given in good faith and Crosby
Composites will not be liable for any failure to deliver the Goods or carry out the
Services by such a date or within such a period. Time for delivery shall not be of the
essence of the Contract. Crosby Composites shall be entitled to defer delivery until
any monies due from the Buyer have been received.
4.4. If the Buyer fails to take delivery of the Goods or fails to give Crosby Composites
adequate delivery instructions at the time stated for delivery then, without prejudice
to any other right or remedy available to Crosby Composites, Crosby Composites
may at its option; (i) store the Goods until actual delivery and charge the Buyer for the
reasonable costs (including insurance) of storage or; (ii) sell the Goods at the best
price readily obtainable and (after deducting all reasonable storage and selling
expenses) account to the Buyer for the excess over the price under the Contract or
charge the Buyer for any shortfall below the price under the Contract. The Buyer shall
pay such shortfall to Crosby Composites within 28 days of the date of Crosby
Composites demand.
4.5. Any liability of Crosby Composites for non-delivery of the Goods shall be limited
to replacing within a reasonable time, or issuing a credit note against any invoice
raised for, any such Goods that were not delivered.
4.6. The Contract is divisible. Each delivery made hereunder: (i) shall be deemed to
arise from a separate contract, and (ii) shall be invoiced separately and any invoice
for a delivery shall be payable in full in accordance with the terms of payment
provided for herein without reference to and notwithstanding any defect or default in
the delivery of any other instalment.
4.7. Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by Crosby Composites to deliver any one
or more of the instalments in accordance with these conditions or any claim by the
Buyer in respect of any one or more instalments shall not entitle the Buyer to treat
the Contract as a whole as repudiated.
4.8. Crosby Composites prices for tooling and patterns are for each item and exclude VAT and delivery. The prices are valid for 30 days from the quotation reference date. Patterns, where applicable, need to be collected by the Buyer, or can be disposed of by Crosby Composites, once first parts have been accepted. All goods may need an export license if re-exported outside the EU.
5. Risk and title
5.1. Goods shall pass to the Buyer on delivery.
5.2. Title to the Goods shall pass to the Buyer on the earlier of (i) delivery (ii) on
payment.
6. Payment
The Buyer shall pay Crosby Composites invoices according to agreed payment terms.
Time for payment shall be of the essence of the Contract.
7. Failure to pay
7.1. If there is an intervening event (as defined in clause 7.2) Crosby Composites may
defer or cancel any further deliveries of Goods and/or Services, stop any Goods in
transit, terminate the provision of any Supply System and/or Stocked Goods and
treat the Contract as terminated but without prejudice to its rights to the full
purchase price for Goods delivered and Services performed and damages for any
loss suffered in consequence of such termination.
7.2. An intervening event shall be any of the following,(i) failure by the Buyer to make
any payment when it becomes due; (ii) breach by the Buyer of any of the terms or
conditions of the Contract; (iii) the Buyer's proposal for or entry into any composition
or arrangement with creditors.(iv) the presentation against the Buyer of any Petition
for a Bankruptcy Order, Administration Order, Winding-Up Order, or similar process;
(v) the appointment of an Administrative Receiver or Receiver in respect of the
business or any part of the assets of the Buyer; (vi) Crosby Composites forming the
reasonable opinion that the Buyer has become or is likely in the immediate future to
become unable to pay his, her or its debts (adopting, in the case of a Company, the
definition of that term set out in Section 123 of the Insolvency Act 1986).
8. Limitation of liability
8.1. Crosby Composites will have no liability for damage in transit, shortage of
delivery or loss of Goods unless the Buyer shall have given to Crosby Composites
written notice of such damage, shortage or loss with reasonable particulars thereof
within 7 days of receipt of the Goods or (in the case of total loss) of receipt of the
invoice or other notification of despatch. Crosby Composites liability, if any, shall be
limited to replacing or (in its discretion) repairing such Goods.
8.2. Subject to clause 8.6, Crosby Composites shall have no liability to the Buyer in
the event of any negligence or wilful default on the part of its servants or agents in or
in connection with the supply of any Goods or the design or manufacture or in the
carrying out of any Services. Crosby Composites will have no liability to the Buyer,
whether arising on contract, tort (including negligence), breach of statutory duty or
restitution, or for misrepresentation, for any loss of profit, loss of business, depletion
of goodwill or for any indirect or consequential loss whatsoever arising out of or in
connection with the Contract.
8.3. Save as otherwise provided in these conditions Crosby Composites liability in
respect of any defect in or failure of Goods is limited to:
8.3.1. replacing or (in its discretion) repairing or paying for the repair or replacement
of such Goods which within 21 days of delivery to the Buyer are found to be defective
or fail or are unable to perform in accordance with the Contract by reason of faulty or
incorrect workmanship only;
8.3.2. in the event of any error in any description which has formed a representation
or is part of a Contract then Crosby Composites liability in respect of any direct loss
or damage sustained by the Buyer as a result of such error shall not exceed the price
of the Goods in respect of which the description is incorrect.
8.4. Crosby Composites shall honour the terms of any guarantee provided by the
third-party manufacturer of which the Buyer has the benefit by virtue of it having
purchased such Goods provided always that the Buyer shall have complied with all
and any terms imposed by the manufacturer's guarantee.
8.5. Where Crosby Composites agrees to repair or replace Goods in accordance with
the provisions of this clause 8 or otherwise any time specified for delivery under the
Contract shall be extended for such period as Crosby Composites may reasonably
require.
8.6. Nothing in these conditions shall limit or exclude the liability or remedy of either
party for (i) death or personal injury caused by its negligence, or the negligence of its
employees, agents or sub-contractors; (ii) for fraud or fraudulent misrepresentation;
(iii) for breach of any obligation as to title implied by section 12 of the Sale of Goods
Act 1979; or (iv) for any act, omission or matter, liability for which may not be legally
excluded or limited. All other conditions, warranties and other terms express or
implied, statutory or otherwise are expressly excluded.
9. Cancellation and returns
9.1. Crosby Composites may allow an order for Goods to be cancelled where there is
no fault with the Goods. This is subject to Crosby Composites recovering from the
Buyer the costs incurred by Crosby Composites and may be subject to a processing
charge other than due to defects covered under clause 8.3.
9.2. The Buyer shall not have a right to cancel (other than with the prior written
consent of Crosby Composites).
9.3. The Buyer may only return Goods to Crosby Composites and receive a credit or
refund or replacement on the following conditions:
9.3.1. the Buyer has contacted Crosby Composites to obtain a returns reference
number;
9.3.2. the return must be made within 14 days of the date of delivery or collection of
such Goods;
9.3.3. the Goods must be returned to Crosby Composites in their original condition
and packaging and in a condition which will enable them to be immediately fit for reworking;
9.3.4. the Goods must be returned to Crosby Composites adequately packed and
clearly labelled to an address specified by Crosby Composites at the Buyer’s
expense; and
9.3.5. the Buyer must quote the returns reference number on the parcel being
returned.
9.4. Crosby Composites shall have the right to terminate any order at any time in
writing to the Buyer if: (i) the Buyer does not make any payment to Crosby
Composites when it is due and the Buyer still does not make payment within 14 days
of notice of such overdue payment by Crosby Composites; (ii) the Buyer does not,
within a reasonable time of the Buyer requesting for it, provide Crosby Composites
with information that is necessary for Crosby Composites to provide the Goods; (iii)
the Buyer does not, within a reasonable time, allow Crosby Composites to deliver the
Goods to the Buyer or collect them from Crosby Composites or allow Crosby
Composites access to your premises to supply the Services; or (iv) Crosby
Composites is unable to source the Goods from its suppliers.
9.5. If Crosby Composites terminates the Contract in accordance with clause 9.3,
Crosby Composites shall refund any payment by the Buyer made in advance for
Goods Crosby Composites has not provided.
10. General
11.1. The laws and courts of England and Wales shall apply to the Contract.
11.2. Buyer is aware that Crosby Composites business practices prohibit bribery and
corrupt behaviour in any form. Buyer shall comply with all laws that relate to money
laundering, terrorism, commercial or official bribery, or dealing with government
officials, as well as all other applicable laws and regulations. Further, Buyer shall not
offer or provide anything of value (e.g., gifts, loans, travel, entertainment, or any other
similar benefit) either directly or indirectly to any government official for the purpose
of influencing any act or decision by such official. Buyer shall not pay a gratuity, bribe
or inducement to any government official, even if it appears customary or consistent
with prevailing business practices. Buyer represents, warrants, and covenants that:
(a) neither it, nor any of its owners, officers or directors, or any key personnel have
been convicted of a felony or debarred from the practice of a profession based on an
offense involving bribery, fraud or corruption; (b) none of its owners, officers or
directors, or any key personnel, is a public official, official of a political party or
candidate for political office, and Buyer will inform Crosby Composites of any change
in such status; (c) it has not made any improper payment to a public official, political
party, or candidate in connection with Crosby Composites or the Contract, or to
obtain or retain business; and (d) it will disclose to Crosby Composites any
subcontractors or third parties that will perform any of Buyer's obligations in
connection with the Contract.
11.3. Crosby Composites may assign, or deal in any other manner with, the Contract
or any part of it, including sub-contracting any of its obligations under the Contract to
any third party or agent.
11.4. If any provision, or part of a provision, of the Contract is found by any court or
administrative body of competent jurisdiction to be invalid, illegal or unenforceable
(a void provision), such invalidity, illegality or unenforceability shall not affect the
other provisions of the Contract, which shall remain in full force and effect. If a void
provision would be valid, legal and enforceable if some part of it were deleted, that
void provision shall apply with such modification as may be necessary to make it
valid, legal and enforceable and if it cannot be made valid, legal and enforceable it
shall be deemed to be deleted.
Date: 3 March 2025
Signed: Crosby Composites Ltd.