Curaprox Ltd Terms & Conditions

Introduction

These Terms and Conditions of Curaprox Ltd (“the Supplier”) relate to every contract for the supply of goods or services to the Purchaser (“the Client”).  All contracts accepted by the Supplier are undertaken on these conditions and unless otherwise agreed in writing these conditions shall override any conditions or terms stipulated, referred or incorporated by the Client in its order or negotiations

Orders

All orders should be placed in writing with a Client Purchase Order Number or Reference Number.  Orders placed by fax or email will be accepted.
Minimum order values apply, please contact for further details
Pack sizes are detailed in the price list and products must be ordered in these multiples.  Where an order does not comply with minimum pack sizes, the order or that part of the order will be increased to the minimum pack size

Prices & Promotions

Unless otherwise agreed by the Supplier in writing, the prices for the Goods shall be the price set out in the Supplier’s Price lists on the date of delivery or deemed delivery.
Prices, discounts and promotions are subject to change without notice.  
Prices exclude VAT.

Delivery

Dates given for deliver are ‘best estimates’ and are given in good faith.  However they are not guaranteed and time is not the essence of the contract.
Unless otherwise agreed in writing by the Supplier delivery of the Goods shall take place at the Buyer’s place of business
The Supplier shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
The Supplier may deliver the goods by separate instalments.  Each instalment shall be invoiced and paid in accordance with the provisions of the Contract.

Non-Delivery or Damaged Goods

The quantity of any consignment of Goods as recorded by the Supplier upon despatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Client on delivery unless the Client can provide conclusive evidence proving the contrary.
The Supplier shall not be liable for any non-delivery of Goods unless the Client gives written notice to the Supplier of the non-delivery within 7 days of the date when the Goods would in the Ordinary course of events have been received. The Supplier asks that the Client inspects incoming packages upon receipt and any damages be reported within 24hrs.
Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against at pro rata rate against any invoice raised for such Goods.

Goods Returned

In all cases prior approval to return Goods must be obtained from the Suppliers Customer Services Department.  No returns shall be accepted later than 30 days of receipt.  Returned goods must be in their original packaging, in re-saleable condition and will be subject to a 15% handling charge
Should the goods be returned without prior approval, the Supplier reserves the right to refuse credit and dispose of the goods in whatever manner it deems appropriate.

Payment and Late Payment

The Supplier shall grant the Client a credit account at its discretion, and such accounts and credit limits may be reviewed or revoked at any time, dependant upon trading history and professional references
Accounts are payable, net 30 days of invoice.  
Remittances sent by post are at the Client’s risk for loss during transit.  
The Client should quote their order number and the Supplier’s invoice number on all correspondence.  
The Client should ensure that all payments include both the Client’s and the Supplier’s bank charges so that the exact amount of monies owing is received.
Failure by the Client to adhere to the Supplier’s payment terms shall result in the Clients account being put on Credit hold
When the Client’s account is released from Credit Hold, the sales value of any held order shall be invoiced at value of the then current price list even if the original order was placed at a promotional or pre-price increase period
Discounts shall not apply on overdue accounts and the value of any overdue invoices shall be adjusted accordingly
Persistent failure by the Client to adhere to the Supplier’s payment terms shall result in the withdrawal of any credit facilities that have been granted, with future contracts being accepted on a Pro-forma only basis
If the Client fails to make payment by the due date, then without prejudice to any of the Supplier's other rights, the Supplier shall be entitled to charge the Client interest from the date of invoice at 8%  above the Bank of England base rate until full payment is received.  
The Supplier also reserves the right to charge a minimum Administration Fee of £60 to offset the costs when recovering the overdue amount.

Risk/Title

The Goods are at the risk of the Client from the time of delivery
Legal ownership of the goods shall not pass to the Client until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
The Goods: and
All other sums which are or which become due to the Supplier from the Client on any account    
Until ownership of the Goods has passed to the Client, the Client shall
Hold the Goods on a fiduciary basis as the Suppliers bailee
Store the Goods (at no cost to the Supplier) separately from all other goods of the Client or any third party in such a way that they remain readily identifiable as the Supplier’s property
Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods
Insure their full price against all risks to the reasonable satisfaction of the Supplier
May resell the Goods before ownership has passed to it in the ordinary course of the Clients business at full market value
The Client’s right to possession of the Goods shall terminate immediately if
The Client has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver or any part thereof, or documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors of by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceeding are commenced relating to the insolvency or possible insolvency of the Client; or
The Client suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Supplier and the Client, or is unable to pay its debts, or the Client ceases to trade.
The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership any of Goods has not passed from the Supplier
The Client grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored to inspect them, or, where the Client’s right to possession has terminated, to recover them
Where the Supplier is unable to determine whether any Goods are the goods in respect of which the Client’s right to possession has terminated, the Client shall be deemed to have sold all goods of the kind sold by the Supplier to the Client in the order in which they were invoiced to the Client
On termination of the contract, howsoever caused, the Supplier’s (but not the Client’s) rights contained within this condition shall remain in effect

December 2007