Conditions of Sale – Crane Fluid Systems
Please read these terms and conditions carefully. If you do not agree with any part of the following terms and conditions, then you must not use this service.
Buyer’s attention is particularly drawn to clause 16 (Limitation of Liability)
1.1 In these conditions:
Buyer means a person whose offer to purchase Goods is accepted by Seller;
Conditions means these terms and conditions of sale;
Goods means the goods that Seller is to supply in accordance with these Conditions;
Order means a completed purchase order (in accordance with the purchasing process set out on these pages) by Buyer which has been accepted by Seller in writing, as evidenced by Seller’s sales order acknowledgement made subject exclusively to these Conditions;
Seller means Crane Limited, a company incorporated in England with company number 00098677 whose registered office is at Crane House Epsilon Terrace, West Road, Ipswich, Suffolk, IP3 9FJ. Crane Fluid Systems is a brand of Goods sold by Crane Limited.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2. TERMS AND CONDITIONS
2.1 These Conditions cancel and supersede any and all terms of sale pertaining to Goods (and any supplements thereto) previously issued by Seller to Buyer and are subject to change without advance notice.
2.2 The prices, charges, discounts, terms of sale and other provisions referred to or contained herein shall apply to Goods sold and shipped to Buyer and shall remain in effect unless and until superseded in writing by Seller.
2.3 Acceptance of an Order for Goods by Seller shall be deemed to constitute a binding agreement between the parties pursuant to the Conditions contained herein and Buyer agrees that the Order may not thereafter be cancelled, countermanded, or otherwise changed without the prior written consent of Seller.
2.4 These Conditions supersede any prior agreements, representations, or other communications between the parties relating to the subject matter set forth herein. No other terms and conditions shall apply (unless expressly agreed in writing by authorized representatives of both Seller and Buyer) including the terms of any purchase order or any other terms submitted to Seller by Buyer, whether or not such terms are inconsistent or conflict with or are in addition to the terms and conditions set forth herein.
2.5 Seller’s acceptance of Buyer’s purchase order is conditional upon Buyer’s acceptance of all the terms and conditions contained in these Conditions. Any communication construed as an offer by Seller and acceptance thereof is expressly limited to the terms and conditions set forth herein.
3. BASIS OF SALE
3.1 Each Order shall be deemed to incorporate these Conditions.
3.2 The display of products on [www.cranefs.com] constitutes an invitation to consider Seller’s Goods and not a formal offer. An offer will be made by Buyer upon the completion of the purchase process set out on these pages and shall only be accepted by Seller (and Seller will only be contractually bound) when Seller confirms to Buyer that it has accepted such Order in writing, as evidenced by Seller’s sales order acknowledgement made subject exclusively to these Conditions.
3.3 Seller reserves the right to refuse an offer from a Buyer for any reason.
3.4 Goods are sold subject to their availability.
3.5 Seller reserves the right to make any changes to the Goods which are required to conform to any applicable safety or other statutory requirements.
4. TERMS OF PAYMENTS
4.1 Payment by Buyer for Goods purchased by it shall be made in accordance with any of the following terms, provided they have been previously arranged with and expressly approved by Seller in writing: (1) cash in advance; (2) confirmed, irrevocable letter of credit established in such amount and form and at such time and at such bank as shall be approved by Seller in respect of each Order; or (3) other payment arrangements expressly approved by Seller in writing prior to or at the time the Order is placed.
4.2 Payment for an Order shall be made in Pounds sterling. Seller will accept payment in other currencies providing a written agreement is in place. All payments shall be made in accordance with the terms of the applicable invoice and time for payment shall be of the essence of the contract in accordance with these Conditions.
4.3 If any Buyer credit account purchase is not paid in accordance with Seller’s credit payment terms, in addition to any other remedies allowed by law, Seller may refuse to make further shipments without advance payment by Buyer. Nothing contained herein shall be construed as requiring Seller to sell any Goods to Buyer on credit terms at any time or prohibiting Seller from making any and all credit decisions which it, in its sole discretion, deems appropriate for Seller.
4.4 Unless otherwise stated all prices quoted are valid for 30 days only (the “Validity Period”) or until earlier acceptance by Buyer. If the Validity Period expires without acceptance by Buyer, the price may be altered by Seller without giving notice to Buyer.
4.5 Seller reserves the right by giving notice to Buyer at any time to increase the purchase price of the Goods to reflect any increase in the cost to Seller which is due to any factor beyond the control of Seller including (but without limitation) any increase in the cost of raw materials, labour or services or duties or any currency fluctuations affecting the cost of imported materials, any alteration of taxes or other levies, any change in delivery dates, quantities or specifications for the Goods requested by Buyer, any increase in cost of carriage, and any failure of Buyer to provide adequate information or instructions.
4.6 Unless otherwise specified, Buyer shall pay the purchase price upon notification that the Goods are available for delivery. Such payment shall be made without any deduction and notwithstanding that Buyer may not have collected the Goods and / or that the title to the Goods has not passed to Buyer.
4.7 If Buyer fails to make a payment due to Seller by the due date, then, without limiting Seller’s remedies under clause 16, Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.8 Unless expressly otherwise stated, all amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. TAXES AND DUTIES
5.1 Unless expressly otherwise stated, list prices and prices quoted do not include taxes or duties of any kind or nature. Buyer agrees that it will be responsible for filing all tax returns and paying applicable tax, duty, export preparation charge and export documentation charge resulting from the purchase of the Goods. In addition, in the event any other similar tax is determined to apply to Buyer’s purchase of the Goods from Seller, Buyer agrees to indemnify and hold Seller harmless from and against any and all such other similar taxes, duties and fees. The amount of any present or future taxes applicable to the sale, transfer, lease or use of the Goods shall be paid by Buyer; or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate satisfactory to the applicable taxing authority proving that no such tax is due and payable upon such sale, transfer, lease or use.
6. TITLE, PROPERTY, RISK AND DELIVERY
6.1 Unless otherwise stated in writing, for all orders, all prices and delivery are FCA, Seller’s premises (Incoterms 2020). The risk of loss or damage to Goods shall pass to Buyer once Goods have been loaded with first carrier at Seller’s premises, as per Incoterms 2020.
6.2 Notwithstanding risk in the Goods passing to Buyer on delivery, legal and equitable title in the Goods shall not pass to Buyer until Seller has received in cleared funds all sums due to it in respect of the Goods. Buyer is authorized by Seller to use the Goods in the ordinary course of its business or to sell the Goods to a third party.
6.3 Until Seller has received cleared funds of all sums due to it with respect to the Goods and any other Goods that Seller has supplied to Buyer, Buyer shall: (i) (A) hold the Goods in a fiduciary capacity and as bailee for Seller, (B) insure the Goods with a reputable insurance company for their full replacement value against all risks, and on request produce to Seller the policy of insurance, and (C) separately and properly store the Goods and keep them complete and in good repair and condition and free from damage and/or tampering; (ii) not obscure or remove any identifying marks on the Goods and, if requested in writing by Seller, note in its book keeping records and affix a notice to the Goods indicating that the Goods remain the property of Seller; and (iii) allow Seller and its representatives to examine Buyer’s book keeping records and the Goods to verify Buyer’s compliance with this clause.
6.4 Buyer’s right to possession and power of sale shall automatically cease if Buyer becomes insolvent or the subject of any bankruptcy, insolvency or similar proceedings; makes an assignment for the benefit of creditors; becomes unable to pay its debts as they become due; goes into liquidation or winding-up; commences or has commenced with respect to it any dissolution proceedings; or if a receiver is appointed for any of its assets.
6.5 Until Seller has received cleared funds of all sums due to it with respect to the Goods, Buyer shall place any of the Goods still in its possession or under its control and unsold at the disposal of Seller and if required by Seller immediately deliver the Goods to Seller. Where Buyer’s right to possession has terminated, Seller and its representatives are irrevocably authorised at any time to enter upon any premises of Buyer or any third party where the Goods may be stored for the purpose of repossessing such Goods. If in connection with any indebtedness Buyer pledges or otherwise encumbers any Goods for which Seller has not received clear and full payment, then all monies owed by Buyer to Seller shall immediately become due and payable. The entire proceeds of any sale or disposition of the Goods are to be: (a) held by Buyer in a fiduciary capacity for Seller and are kept separate from other money or property of Buyer or any third party; (b) in the case of cash, not paid into an overdrawn bank account; and (c) at all times identifiable as Seller’s money or property.
6.6 If any portion of this clause 6 shall be invalid or unenforceable or shall violate any applicable law, then such provisions shall be enforced to the maximum extent permitted by law, and such invalidity or unenforceability shall neither invalidate their effect elsewhere nor affect the validity or enforceability of the other provisions of this paragraph.
6.7 Any claims for loss, damage or delay in transit must be entered and prosecuted by Buyer directly with the carrier, who is hereby deemed to be the agent of Buyer. Seller shall not be liable for any delay in performance of any of its obligations under these Conditions including without limitation delivery of the Goods, or for any damages suffered by Buyer by reason of delay, when the delay is caused, directly or indirectly, by any cause beyond the reasonable control of Seller including, without limitation, those circumstances listed in clause 13 below. In the event delay is caused by Buyer’s failure to furnish necessary information with respect to data and details for Buyer’s specifications, Seller may extend the date of despatch for a reasonable time, but in no event longer than five (5) days.
6.8 Any dates or periods quoted for delivery of the Goods are approximate only and Seller shall not be liable for any delay in the delivery of the Goods and the time for delivery shall not be of the essence.
6.9 The Goods in an Order may be delivered in instalments or at one time. Goods delivered by instalments shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle Buyer to cancel any other instalment.
6.10 Without prejudice to the generality of these conditions, Seller shall not be liable for any loss of use or for any other indirect or consequential damages or losses, which shall include without limitation for purposes hereof, loss of use, lost profits or revenues, labour or employment costs, loss of use of other equipment, downtime or hire charges, improper performance or work, loss of service of personnel, loss of contract or opportunity and penalties of any kind due to delay in scheduled delivery, whether or not caused by Seller.
6.11 Claims for shortages in shipments shall be deemed waived and released by Buyer unless made in writing within five (5) days after Buyer’s receipt of the Goods.
6.12 If Buyer fails to take delivery of the Goods, fails to give Seller adequate delivery instructions at the time stated for delivery or causes or requests any other delay, then Seller may (without prejudice to any other rights or remedies it may have):
6.12.1 store the Goods until actual delivery and charge such Buyer for the reasonable costs (including insurance) of storage; or
6.12.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to such Buyer for the excess over the price under an Order or charge Buyer (if Buyer is an account customer) for any shortfall below the price in the Order.
6.13 Seller will not be liable for any discrepancy from the Order in the Goods delivered unless reported to Seller within 48 hours of such delivery.
7. INSPECTION AND ACCEPTANCE OF GOODS
7.1 Buyer agrees that it shall inspect the Goods immediately after receipt and promptly (in no event later than fifteen (15) days after receipt) notify Seller in writing of any non-conformity or defect.
7.2 Buyer further agrees that failure to give such prompt notice or the commercial use or resale of the Goods shall be deemed to constitute acceptance. Acceptance shall be final and Buyer waives the right to revoke acceptance for any reason, whether or not known by Buyer at the time of such acceptance. The giving of any such notice by Buyer shall automatically cause the provisions of Seller’s warranty to apply and govern the rights, obligations and liabilities of the parties with respect to such nonconformity or defect, provided under no circumstances shall rejection give rise to any liability of Seller for indirect damages or losses of any kind, including, without limitation, loss of use, lost revenues or lost profits.
8.1 Subject to clause 8.2, Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free of defects in material and workmanship for a period of 12 months from the date of delivery.
8.2 The warranty in clause 8.1 is given subject to the following conditions:
8.2.1 Seller shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the instructions of Seller (whether oral or in writing), misuse, alteration or repair of Goods (without the written approval of Seller); and
8.2.2 the warranty does not extend in any way to parts, material or equipment not manufactured by Seller.
8.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions (including but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979).
8.4 These Conditions shall apply to any repaired or replacement Goods supplied by Seller, subject to the provisions of clause 8.6 hereof.
8.5 Any claim by Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with their specification shall be notified to Seller within 7 days of the date of the delivery or (where the defect or failure was not apparent on reasonable inspection) within 48 hours after discovery of the defect or failure. If a Buyer does not notify Seller accordingly then Seller shall have no liability for such defect or failure.
8.6 In the event of a valid claim which is notified to Seller in accordance with paragraph 8.5, Seller may (in its absolute discretion) repair or replace the Goods (or the relevant part) free of charge or refund Buyer the price of the Goods (or a proportionate part thereof) but Seller shall have no further liability to Buyer. Any repaired or replacement Goods shall have a warranty period of twelve (12) months from date of shipment or the period remaining on the product warranty for the affected Goods originally supplied (if any), whichever is shortest.
8.7 Seller shall not be liable for any loss or damage howsoever caused to a Buyer’s property.
8.8 Seller shall not be liable to Buyer or be deemed to be in breach of an Order by reason of any delay in performing or any failure to perform any of Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the reasonable control of Seller.
8.9 Information on [www.cranefs.com] may contain inaccuracies or typographical errors. Information and product specifications may be changed without notice. No warranty is given that the information on [www.cranefs.com] is accurate, complete or current. [www.cranefs.com] may be temporarily unavailable from time to time. Nothing on [www.cranefs.com] shall be construed as a condition, warranty or representation.
9.1 Until the purchase price of the Goods is paid in full, Buyer shall provide and maintain insurance equal to the total value of the Goods delivered hereunder against customary casualties and risks, including, but not limited to fire and explosion, and shall also insure against liability for accidents and injuries to the public or to employees, in the names of Seller and Buyer as their interest may appear, and in an amount satisfactory to Seller. If Buyer fails to provide such insurance, it then becomes Buyer’s responsibility to notify Seller so that Seller may provide same, and the cost thereof shall be added to the contract price. All loss resulting from the failure to effect such insurance shall be assumed by Buyer.
10. PATENTS, COPYRIGHTS, TRADEMARKS, CONFIDENTIALITY
10.1 No license or other rights under any patents, copyrights or trademarks (except with respect to Buyer’s use of trademarks as may otherwise be agreed to by Seller and Buyer) owned or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of Goods hereunder.
10.2 All plans, designs, drawings, blueprints, manuals, specifications and other documents relating to the business of Seller or Goods (“Information”) shall be and remain the exclusive property of Seller and shall be treated by Buyer as confidential information and not disclosed, given, loaned, exhibited, sold or transferred to any third party without Seller’s prior written approval or as necessary in connection with the resale or operation of Goods; provided, however, that these restrictions shall not apply to Information that Buyer can demonstrate: (a) at the time of disclosure, is generally known to the public other than as a result of a breach of these Conditions by Buyer; or (b) is already in Buyer’s possession at the time of disclosure by from a third party having a right to impart such Information.
11. DEFAULT AND SELLER’S REMEDIES
11.1 In the event of default by Buyer, all unpaid sums and instalments owed to Seller, shall, at Seller’s sole option, become immediately due and payable without notice of any kind to Buyer. In addition to its right of acceleration, Seller may pursue any and all remedies allowed by law. In addition to the foregoing, and not in limitation thereof, Seller shall have the right to set off any credits or amounts owed to Buyer against any amounts owed by Buyer to Seller.
12.1 Unless otherwise expressly agreed in writing, Buyer shall be solely responsible for the installation of the Goods purchased. Although Seller may in some cases provide a technician, data and drawings to aid Buyer with installation or commissioning, Seller assumes no responsibility for proper installation or support of any Goods when installed and disclaims any express or implied warranties with respect to such installation and support. Notwithstanding whether data and drawings are provided or a technician aids in the installation or commissioning, Buyer shall indemnify and hold Seller harmless and at Seller’s request, defend Seller from all claims, demands or legal proceedings (including the costs, expenses and reasonable attorney’s fees incurred in connection with the defence of any such matter) which may be made or brought against Seller in connection with damage or personal injury arising out of said installation or commissioning.
13. FORCE MAJEURE
13.1 Seller shall not be liable to Buyer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the reasonable control of Seller including (without limitation) strike, lockout, riot, civil commotion, fire, accident, explosion, tempest, act of God, war, epidemic, pandemic, quarantine, stoppage of transport, terrorist activity, supply shortage or changes in government, governmental agency, laws, regulations or administrative practices.
13.2 In such circumstances Seller shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, Buyer may terminate these Conditions by giving 7 days’ written notice to Seller.
14. ANTI-CORRUPTION; EXPORT CONTROLS; NO BOYCOTTS
14.1 Buyer agrees that it shall, and that any party retained by Buyer shall, comply with all applicable laws including, but not limited to, laws prohibiting public corruption and commercial bribery.
14.2 Buyer further agrees that it shall, and that any party retained or paid by Buyer shall, comply with all applicable export controls, economic sanctions, embargoes and regulations regarding the export, re-export, shipment, distribution and/or sale of the Goods, technology, information or warranty related services.
14.3 Buyer further agrees that it shall not, and any party retained or paid by Buyer shall not, export or re-export the Goods, technology, information or warranty related services directly, or with its knowledge, indirectly, into any country that is embargoed or that has economic sanctions placed upon it by the U.S. Government.
14.4 Failure to comply strictly with all applicable laws and licensing / approval requirements relating to embargoes, sanctions, export or re-export shall be grounds for immediate termination of this agreement by Seller.
14.5 Notwithstanding anything to the contrary contained in any agreement between Buyer and Seller or in any other document or agreement relating to the Goods sold hereunder, Seller will not comply with requests related to the boycott of any country or other jurisdiction, except to the extent such boycott is required by or otherwise not inconsistent with United States law.
15.1 Prior to delivery to place of shipment, Orders for Goods may not be cancelled except with Seller’s prior written agreement and only on the terms that Buyer shall indemnify Seller in full against all loss (including loss of profit), costs (including the cost of all labour, under-recovery of overheads and materials used or specifically ordered for this Order), damages, charges and expenses incurred by Seller as a result of cancellation.
15.2 Seller shall have the right to cancel and refuse to complete an Order if any term and/or condition governing this agreement are not complied with by Buyer.
15.3 In the event of cancellation by Seller under this clause 16, or in the event Seller consents to a request by Buyer to stop work or to cancel the whole or any part of any order, Buyer shall make reimbursement to Seller, as follows: (i) any and all work that can be completed within (30) days from date of notification to stop work on account of cancellation shall be completed, shipped and paid in full; and (ii) for work in progress and any materials and supplies procured or for which definite commitments have been made by Seller in connection with the order, Buyer shall pay such sums as may be required to fully compensate Seller for actual costs incurred.
15.4 On cancellation for any reason Buyer shall immediately pay to Seller all of Seller’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Seller shall submit an invoice, which shall be payable by Buyer immediately on receipt.
15.5 Buyer may not cancel any order after Seller’s delivery to place of shipment.
15.6 Without limiting its other rights or remedies, Seller reserves the right to cancel an Order or part of an Order or a delivery at any time for convenience (including but not limited to any of the reasons set out in clauses 16.6.1 to 16.6.4 (inclusive)) without any liability to Buyer. In such circumstances, if Buyer has paid for the Goods then a full refund will be made:
15.6.1 Buyer commits a material breach of any term of these Conditions and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
15.6.2 Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
15.6.3 Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
15.6.4 Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Conditions are in jeopardy.
15.7 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after cancellation shall remain in full force and effect.
16. LIMITATION OF LIABILITY
16.1 The limits and exclusions in this clause 16 reflect the insurance cover Seller has been able to arrange and Buyer is responsible for making its own arrangements for insurance against any loss.
16.2 The restrictions on liability in this clause 16 apply to every liability arising under or in connection with the contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
16.3 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
16.3.1 death or personal injury caused by negligence;
16.3.2 fraud or fraudulent misrepresentation;
16.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
16.3.4 defective products under the Consumer Protection Act 1987.
16.4 Subject to clause 16.3, Seller’s total liability to Buyer shall not exceed the total purchase price of the Goods relating to that specific Order.
16.5 Subject to clause 16.3, the following types of loss are wholly excluded:
16.5.1 loss of profits;
16.5.2 loss of sales or business;
16.5.3 loss of agreements or contracts;
16.5.4 loss of anticipated savings;
16.5.5 loss of use or corruption of software, data or information;
16.5.6 loss of or damage to goodwill; and
16.5.7 indirect, consequential or remote loss.
16.6 This clause 16 shall survive termination of these Conditions.
17. LIMITATIONS OF ACTIONS
17.1 Any action by Buyer for breach of these Conditions must be commenced within one (1) year after the cause of action has occurred.
18. ENTIRE AGREEMENT, GOVERNING LAW, JURISDICTION AND SEVERABILITY
18.1 These Conditions constitute the entire agreement between the parties regarding the subject matter hereto and shall be construed and enforced in accordance with the laws of England. The United Nations Convention on Contracts for the International Sale of Goods (1980) [CISG] shall not apply.
18.2 Seller shall not be bound by any agent’s, employees or any other representation, promise or inducement not set forth herein.
18.3 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions and any Order or its subject matter or formation.
18.4 The invalidity or unenforceability of any provisions of these Conditions shall not affect any other provision and these Conditions shall be construed in all respects as if such invalid or unenforceable provision were omitted.
19. AMENDMENT; WAIVER
19.1 No variation in these Conditions shall be binding unless agreed in writing by Buyer and Seller.
19.2 No waiver by Seller of any breach of an Order by Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
20. NO ASSIGNMENT
20.1 No rights arising under these Conditions may be assigned by Buyer unless expressly agreed to in writing by Seller.