Terms & Conditions

1. Definitions
1.1 “the Company” means C365 Online
1.2 “the Client” means the person, company or entity placing an order with the Company.
1.3 “the Goods” means the goods to be supplied by the Company to the Client described in the Order.
1.4 “the Order” means the order described on the Company’s written confirmation of Order.
1.5 “the Contract” means the contract created by the Company’s written or verbal confirmation of Order.

2. Variations of Conditions
2.1 agent or representative of the Company, has the authority to accept orders on any other terms and conditions, or to vary these terms and conditions without the prior written agreement of a Director of the Company.
2.2 No Order shall be binding on the Company unless accepted in writing by the Company on its confirmation of Order form. The Company reserves the right to accept or decline any order.

3. Quotations and Prices
3.1 All prices, estimates, and quotations whether verbal or in writing do not constitute offers and are subject to the Company’s written confirmation of Order on receipt of the Client’s order and no contract.
3.2 All prices quoted by the Company are exclusive of delivery unless otherwise stated and are based on the price of the Company’s supplies and on the Company’s estimated costs at the time of quotations, and are subject to revision prior to completion to cover any increase in such prices or costs, or in taxation or duty which might take place prior to completion. Prices are exclusive of VAT and all other taxes and duties which shall be for the account of the Client.

4. Quantity Variations
4.1 The Goods delivered may vary up to 10% above or below ordered quantities without being in breach of this Contract and the Client shall be charged pro-rata to the rate applicable to such contract.

5. Delivery and Risks
5.1 Where delivery of the goods has been agreed as part of the quoted price, delivery of the goods shall be made to the address specified in the Order by any method of transportation regarded as suitable by the Company.
5.2 The Company will take all reasonable measures to deliver at the time stated but unless expressly agreed by the Company in writing delivery dates shall be regarded as estimates only. Notwithstanding any specific data mentioned in the Contract, time shall not be of the essence so far as concerns delivery of Goods.
5.3 Risk of loss or damage to the Goods shall pass to the Client at the time when the Goods are unloaded at the Clients premises or such address as shall be specified in the Order or, (where the Company is not responsible for delivery of the Goods) upon collection from the Company’s premises.

6. Title to Goods and Copyright Ownership
6.1 The property in the Goods shall not pass to the Client until all sums due or owing to the Company by the Client on any account whatsoever have been paid. Such sums shall not be treated as being paid until any cheque, Bill of Exchange or other instrument of payment given by the Client has been met on presentation or otherwise honoured in accordance with its terms. The Company may sue for the whole of the price at any time after it becomes payable.
6.2 Until property in the Goods passes to the Client.
(a) the Company may at any time retake , sell or otherwise deal with the Goods the property in which remains in the Company and for these purposes shall be entitled at any time without notice to enter any premises where those Goods are stored or it reasonably believes them to be stored; and
(b) the Client shall not deal with, pledge or dispose of the Goods.
6.3 Payment for the Goods shall fall due in accordance with clause 8 and the Company may sue for the price of the Goods notwithstanding that property in the Goods has not passed to the Client. The recovery by the Company of any Goods under this clause shall be without prejudice to its rights to sue for the sale price.
6.4 All design devices remain the property of the Company at all times and cannot be reproduced without the prior consent of the Company except where the design devices have been specifically licensed and paid for in full. The Company reserves the right to withdraw the license if the design devices are altered or tampered with.
6.5 The Client shall be fully responsible for, and shall indemnify the Company against any and all claims and actions and liabilities falling upon the Company which arise from the publication or use of such information, claims or materials supplied by the Client, which contravene any applicable law, regulation or code of practice.

7. Claims
The Client immediately on delivery must inspect all Goods. If any Goods are damaged or lost or if (subject to clause 4.1) there has been any short delivery, the Client must endorse the consignment note accordingly and submit a detailed written claim to the carrier within three days of delivery of the goods and supply a copy of such a claim to the Company within seven days of delivery of the Goods. The Client’s signature on the consignment note without any such endorsement shall release the Company from any liability in respect of damage or loss in transit or short delivery.

8. Payment
8.1 Payment of invoices is 7 days from the date of invoice, unless a prior agreement has been made with the managing director. 8.2 The Company reserves the right to charge for the costs of collecting overdue sums and interest at the rate of eight percent (8%) per annum above the Base Lending Rate for the time being of the National Westminster Bank plc(both before and after judgment and compounded quarterly) on any sums not received by the date referred to in 8.1 above from that date until payment is received in full by the Company. We understand and will exercise our statutory rights to claim interest at 8% over base rate under the late payment legislation if we are not paid according to agreed credit terms

9. Cancellation or Amendment
9.1 Orders confirmed in writing cannot be cancelled or amended except with the Company’s prior written consent and on terms which will indemnify the Company against any loss it suffers as a result of such cancellation.
9.2 The Company can cancel immediately any outstanding order if the Buyer fails to make any payments outstanding on previous orders delivered and not paid within its terms.

10. Liability
The sole liability of the Company shall (at its option) be the replacement of the Goods concerned or the refund of the price paid to the Company in respect of the Goods concerned. The Company shall not under any circumstances be liable for any indirect, special, consequential or economic loss, loss of trade or reputation, loss of contracts, revenue, goodwill , profits or other benefits whether arising from breach of contract, negligence or otherwise howsoever. The Company shall be under no liability to the Buyer for any loss occasioned by the failure of the Buyer to comply with any instructions given by the Company whether written or oral in respect of the Goods or as a result of the misuse of the Goods by the Buyer.

11. Force Majeure
The Company shall be under no liability whatsoever for any delay or failure in the performance or any of its obligations due to causes beyond its control including without limitation from non delivery or delays in delivery of any Goods due to or resulting by war, strikes, lock outs, fire, floods, explosion, government restrictions, inability to obtain materials or labour or act of God.

12. Legal Interpretation
The construction, validity and performance of the contract shall be by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

13. Warranty
13.1 The Company warrants that at the time of risk passing to the Buyer the Goods will be free from defects arising from faulty materials or workmanship of the Company in their production. Any claim under this warranty must be made within 28 days following the date of delivery(or collection from the Company’s premises where the Company is not responsible for delivery) of the relevant goods.
13.2 All other warranties, conditions, undertakings or terms whether express or implied as to condition, quality, fitness for purpose or merchantability are excluded to the fullest extent permitted by law.
13.3 Nothing in these terms shall limit the liability of the Company for death or personal injury caused by its negligence.

14. Assignment
Neither party may assign a Contract without the written consent of the other. The Company may perform its obligations through sub – contractors and/or other members of the group of companies (as defined in section 736 of the companies Act 1985 as amended) of which it is from time to time part.