Cookson Precious Metals Ltd - Terms of Trading

Business customers and consumers

• Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.
• All other terms apply to all customers.
• You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.
• If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer which are not affected by these terms. Contact your local trading standards office for more information. Words in italic type are legal words which clarify, rather than alter, the meaning of the relevant clause.



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Use of our website

• We may change anything on our website at any time, at our discretion.
• We have no responsibility for the content of any websites other than our own, even if our site links to other websites.
• We retain all rights to our website design and all images on it. We have copyright and other rights to the design, look, style, appearance and content of it. You may view and print the website only as a buyer or potential buyer from us. You may not modify, publish, reproduce, distribute or broadcast in any format any material found within this site.
• We may restrict or suspend use of the website (typically for repairs, introduction of services or general maintenance). Where possible we will post warnings on the site first. We will try to do this no more than we have to, and keep the time of disruption as short as possible.



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Your account

• You may open an account with us. You will need to log on to our website with your own account login name and password to have access to the information stored in your account. You must keep your account name and password confidential. You must keep that information safe to prevent unauthorised users from having access to your account.
• You must tell us immediately if you believe that your account is being used without your authority, or if you believe the security of your account information is compromised.
• You are responsible for all activity on your account, including, as examples only, purchases, returns and cancellations.
• Please check that all information you give us for your account is accurate and complete. Please tell us promptly if any of that changes. You are able to amend your own details when you log on to your account.
• (We may, at any time, and without having to give any reason, suspend, modify or close accounts.)



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Placing your order

• When you place an order with us, you are offering to buy the goods you order. There is no commitment on us to supply those goods, at that price, or at all, until we decide to accept your order.
• Goods are subject to availability. We will tell you if we cannot meet your order (or part of it) from stock or within a reasonable time.
• Suppose we become aware, after you have placed an order, and before we deliver it, that the price or description is not right. We will then email you to tell you. You then have a choice. You can continue with the order (with the revised price or description). Or, if you prefer, you can cancel the order (in whole or part) and we will refund the relevant payment. We will assume you wish to cancel the relevant part of the order if we do not hear otherwise from you within three working days.
• We may send an email to you to confirm that we have received your order and are processing it. That email is not a confirmation that we have accepted your order. There is no legally binding contract at that stage.
• When we have received your payment and processed the order for delivery we will send an email to tell you we have accepted your order. There is then a binding contract. We remain free to decline all or part of your order at any time before we decide to accept it. We will send an email to tell you if we decide to decline your order (or part of it).
• We may pass your details to third parties for address, identity and credit checks. That helps protect you and us from fraud.



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Price

• The price and delivery charges will be shown at checkout and are an estimate only. Once the goods are ready for despatch we will email the actual price to you (but subject to clause 4.3).
• We quote the price inclusive of VAT. We will charge you the price inclusive of VAT, at the rate applying at the time of delivery. VAT is currently (January 2011) 20%.
• The price quoted for the goods excludes delivery (unless otherwise stated).
• You must pay for the goods (and delivery) when you place your order (unless we have agreed that you may have a credit account with us).
• You must pay by MasterCard, Visa, Visa Delta or Switch card. We regret we are unable to accept other means of payment (unless we have agreed that you may have a credit account with us).
• If orders are subject to a finance lease agreement, further terms and conditions apply, a copy of which is available on request



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Delivery

• All delivery times quoted are estimates only and we cannot guarantee delivery at any particular time or date (unless you have specified an actual delivery service).
• If we are prevented from delivering within 30 days after we accept your order, we will give you the option of either:
  • Accepting delivery of substitute goods
  • Cancelling the order.
• If you choose to cancel the contract (after we give you that option):
  • We will refund the relevant part of your payment; and
  • the cancellation will be on the basis that you have no further claim against us under that contract.
• If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including loss of profits, or other financial loss, of indirect or consequential loss, or increase in the price of the goods).
• We may deliver the goods in instalments. Each instalment is treated as a separate contract.
• We have to deliver to the cardholder at the address registered for the payment card. We cannot deliver to any other address and we cannot deliver to any third party. This helps protect you against fraud.



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Delivery and risk

• The goods are at your risk from the time of delivery.
• You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within three working days of delivery. If you tell us about loss or damage after that, you must supply proof that the goods were lost or damaged before delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods.



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Cancellation

• If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order.
• We may suspend or cancel the order, by written notice if:
  • you fail to pay us any money when due (under the order or otherwise);
  • you fail to honour your obligations under these terms.
  • You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.1 then apply).
  • Consumers: You may not cancel the order if any goods are made to your specification or where the price is subject to fluctuations on the financial market (by virtue of regulation 13 of the Consumer Protection (Distance Selling) Regulations 2000)
  
  

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Warranties

• We warrant that the goods:
  • comply in material respects with their description on our website; and
  • are free from material defect at the time of delivery (as long as you comply with clause 9.4)
• The descriptions of goods on our website are for identification only. The goods may vary slightly from their description, of appearance, technical specification, dimensions and weight, and performance.
• The warranty in clause 9.1 is additional to your statutory rights.
• If you believe that we have delivered goods which are defective in material or workmanship, you must:
  • Inform us (in writing), with full details, as soon as possible; and
  • Allow us to investigate (we may need access to your premises and product samples).
• If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 8.4) in full, we will (at our option) replace the goods or refund the price.
• We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
• Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £500,000.00 (Five hundred Thousdand Pounds).
• For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
• Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.



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Consumers only - Our satisfaction guarantee

• We offer a 30-day money back guarantee.
• You may cancel your order by giving us notice of cancellation within 30 days of the date of ordering. Such notice may be given by mail, fax or email. If you are cancelling because of any problem with the goods, please notify us of the problem at the time of cancellation.
• You must return the goods to us at your cost. Where the goods are being returned because they are faulty, incorrect goods or because of unsuitable substitution by us, we will meet the cost of return but we ask that you allow us to nominate the carrier.



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Business Customers:- Return of goods

• We will accept the return of goods from you only:
  • By prior arrangement (confirmed in writing);
  • On payment of an agreed handling charge (unless the goods were defective when delivered) and
  • Where the goods are as fit for sale on their return as they were on delivery.
  
  

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Export terms - business customers only

• Clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.
• The 'Incoterms' of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail over the Incoterms to the extent that there is any inconsistency.
• Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
• Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
• You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
• We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).



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Waiver and variations

• Any waiver or variation of these terms is binding in honour only unless:
  • Made (or recorded) in writing;
  • Signed on behalf of each party; and
  • Expressly stating an intention to vary these terms.
• All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.



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Purchases on credit accounts - business customers only

• If you have an approved credit account, payment is due no later than 30 days after the end of the month in which the invoice was raised for financial transactions or 2 days after the date of the invoice for metal account transactions (unless otherwise agreed in writing).
• If you fail to pay us in full on the due date:
  • We may suspend or cancel future deliveries;
  • We may cancel any discount offered to you;
  • You must pay us interest at the rate set under s6 of the Late Payment of Commercial Debts (Interest) Act 1998:
    • Calculated (on a daily basis) from the date of out invoice until payment;
    • compounded on the first day of each calendar month; and
    • Before and after any judgment.
• If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without giving our reasons.
• You do not have the right to set off any money you may claim from us against anything you may owe us.
• While you owe money to us, we have a lien on any of your property in our possession.
• You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly) following any breach by you of any of your obligations under these terms
  • You must tell us immediately if you believe that your credit account is being used without your authority, or if you believe the security of your account information is compromised.
  • You are responsible for all activity on your credit account, including, as examples only, purchases, returns and cancellations. You must hold us harmless against any liability or obligation incurred in the operation of your account, even if your password is being misused (other than through our negligence).
  • We may charge you a finance charge (both before and after any judgment) on the amount unpaid (and all amounts then due) at the rate of 2 per cent per calendar month until payment is made in full (a part of a month being treated as a full month for the purpose of calculating the charge).

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Title

• Consumers: s18 Sale of Goods Act 1979 applies.
• Business customers: Until you pay all debts you may owe us:
• all goods supplied by us remain our property;
  • you must store them so that they are clearly identifiable as our property;
  • you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
  • you may use those goods and sell them in the ordinary course of your business, but not if
    • we revoke that right (by informing you in writing); or
    • you become insolvent.
• Business customers: You must inform us (in writing) immediately if you become insolvent.
• Business customers: If your right to use and sell the goods ends you must allow us to remove the goods.
• Business customers: We have your permission to enter any premiseswhere the goods may be stored:
  • at any time, to inspect them; and
  • after your right to use and sell them has ended, to remove them, using force if necessary.
• Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
• You are not our agent. You have no authority to make any contract on our behalf or in our name.



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Force majeure- business customers only

• If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our reasonable control, we may cancel or suspend any of our obligations to you, without liability.
• Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.



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General

• English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
• If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
• If any of these terms are unenforceable as drafted:
• it will not affect the enforceability of any other of these terms; and
• if it would be enforceable if amended, it will be treated as so amended.
• No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
• The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:
  • contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
  • which expressly state that you may rely on them when entering into the contract.
• Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
• You have certain statutory rights as a consumer which are not affected by these terms. Contact your local trading standards office for more information.
  • Please note that we may transfer personal information about you to those we may appoint to administer your account or recover amounts owing. That may include, for example, passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay us.
  
  

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Company Details

Address:
Cookson Precious Metals Ltd,
59-83 Vittoria Street,
Birmingham,
B1 3NZ

Company Registration No. 2775187 (England)
VAT Registration No. GB161 8062 21