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Standard Terms and Conditions

  1. Interpretation
    1.1   In the context of these conditions, the following words shall have the following meanings: “Buyer” means a person, firm, company or organisation who accepts a quotation of the Seller for the sale of the Goods and/or the provision of the Services or whose order for the Goods and/or the Services is accepted by the Seller; “Conditions” means these standard terms and conditions of sale and includes any special terms and conditions agreed in writing between the Buyer and the Seller; “Contract” means the contract for the purchase and sale of the Goods and/or Services; “Goods” means the goods which the Seller is to supply in accordance with these Conditions; “Seller” means Chronologic Ltd; and “Services” means the services which the Seller is to provide to the Buyer in accordance with these Conditions.
    1.2   The headings in these Conditions are for convenience only and shall not affect their interpretation.
  2. Formation of Contract
    2.1   The Seller shall sell and the Buyer shall purchase the Goods and/or Services in accordance with any written quotation of the Seller which is accepted by the Buyer and any order sent to the Seller by the Buyer which does not represent an acceptance of a written quotation of the Seller will only be accepted upon these Conditions.
    2.2   No order submitted by the Buyer shall be deemed to be accepted unless and until confirmed in writing by the Seller’s authorised representative.
    2.3   No variation of these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
    2.4   Any advice or recommendation purported to be given by the Seller or its employees as to the suitability of the Goods for a particular application or use which is not confirmed in writing by the Seller is followed entirely at the Buyer’s own risk and without any liability on the part of the Seller.
    2.5   Employees of the Seller are not authorised to make any representations concerning the Goods and/or Services unless they are confirmed by the Seller in writing.
    2.6   The Buyer acknowledges in entering into the Contract that it does not rely on any representations which are not confirmed in writing by the Seller and waives any claim for breach of any such unconfirmed representations.
    2.7   The Seller shall have the right without incurring any liability to correct any clerical or typographical errors or omissions in any documentation issued by the Seller including but not limited to any product literature, quotation, price list, order acknowledgement or invoice.
  3. Technical Specification
    3.1   The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order and for any specification or information submitted by the Buyer.
    3.2   The Buyer shall be responsible to the Seller for providing in a timely manner any specification or information to be provided by the Buyer that is required to enable the Seller to perform its obligations under the terms of the Contract.
    3.3   The Buyer shall be responsible to the Seller for clearly communicating any special requirements of the Buyer to the Seller and for taking reasonable steps to ensure that the Seller understands those requirements.
    3.4   The quantity, description of and specification for the Goods and/or Services shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
    3.5   The Seller reserves the right to make such changes to the specification of the Goods: (a) as are necessary to meet any applicable safety or other statutory requirements; or (b) where the Goods are to be supplied to the Seller’s specification, as may be required provided that such changes do not materially affect the quality or the performance of the Goods.
  4. Price
    4.1   All prices quoted by the Seller are valid for 30 days from the date of the Seller’s written quotation.
    4.2   The price of the Goods and/or Services shall be the price quoted by the Seller to the Buyer if still valid or, where no price has been quoted or where the price in a quotation is no longer valid, the price shown in the Seller’s price list at the date of acceptance of the order.
    4.3   Where Services are included in the Contract, the price does not include: (a) the preparation, cutting away, making good or redecoration of any wall, ceiling, floor or other surface; or (b) the supply or installation of cableways or other cable trunking; or (c) the connection of the Goods to any equipment or systems not being supplied by the Seller unless such connection is expressly included in the specification.
    4.4   The price of the Goods does not include packing, carriage and insurance to the point of delivery specified by the Buyer, which shall be charged in addition to the price of the Goods.
    4.5   The price is exclusive of any applicable value added tax, which the Buyer shall in addition be liable to pay to the Seller.
    4.6   The Seller reserves the right, upon giving notice to the Buyer at any time prior to delivery, to increase the price of the Goods and/or Services to reflect: (a) any change in the quantities, specifications or delivery date for the Goods and/or Services requested by the Buyer; (b) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate instructions or information; and (c)any increase in the cost to the Seller arising from any factor beyond the reasonable control of the Seller.
  5. Delivery
    5.1   Delivery of the Goods shall be made by the Seller to the place agreed with the Buyer, and any dates quoted for the delivery of the Goods and/or the provision of the Services are estimates only given in good faith.
    5.2   The Seller shall not be liable for any delay in delivery of the Goods or the performance of the Services howsoever caused, and the time for delivery shall not be of the essence of the Contract unless agreed by the Seller in writing.
    5.3   Where the Goods and/or Services are to be delivered in instalments, each delivery shall constitute a separate contract and any failure by the Seller to deliver in respect of any instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated.
    5.4   If the event that the Seller fails to deliver the Goods and/or to perform the Services other than as a result of the Buyer’s fault or any cause beyond the Seller’s reasonable control, and the Seller is liable to the Buyer, the Seller’s liability shall be limited to any excess of the cost to the Buyer of similar goods and/or services from an equivalent supplier to replace those not delivered over the price of the Goods and/or Services.
    5.5   In the event that the Buyer fails to take delivery of the Goods and/or fails to provide adequate facilities to enable the Services to be provided by the Seller at the time stated for delivery (otherwise than by reason of the Seller’s fault or any cause beyond the Buyer’s reasonable control) then, without prejudice to any other right or remedy available to the Seller, the Seller may: (a) store the Goods until delivery can be made and charge the Buyer for the reasonable cost of storage and insurance of the Goods by the Seller, or (b) sell the Goods for the highest price readily available and account to the Buyer for any surplus over the selling price of the Goods under the Contract or charge the Buyer for any shortfall below the price of the Goods under the Contract; and (c) invoice the Buyer for all costs and expenses incurred by it in connection with the delay caused in the provision of the Services.
  6. Terms of Payment
    6.1   Except as provided for in any special terms agreed between the Buyer and the Seller, the Seller shall be entitled: (a) at any time on or after the delivery of the Goods and/or performance of the Services to invoice the Buyer for the price of the Goods and/or the Services; and (b) where the Goods are to be supplied and/or the Services are to be performed over a period of time, the Seller shall be entitled to issue periodic invoices in respect of the Goods delivered and/or the Services performed up to the date of each invoice.
    6.2   The time of payment of the price shall be of the essence of the Contract and, unless the Seller has agreed some other payment period with the Buyer in writing, the Buyer shall pay the price of the Goods and/or the Services (less any discount to which the Buyer is entitled, but without any other deduction) within 10 days of the date of the Seller’s invoice.
    6.3   If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: (a) suspend any further deliveries of the Goods and/or performance of the Services, or cancel the Contract; (b) allocate any payment received from the Buyer against the Seller’s invoices as the Seller deems appropriate (notwithstanding any allocation indicated by the Buyer); and (c) charge the Buyer interest at the rate of four per cent (4%) per annum above the Lloyds TSB Bank plc base rate from time to time on the amount unpaid, until payment in full is made.
    6.4   The Seller shall be entitled to recover the price of the Goods (plus value added tax) notwithstanding that the property in the Goods has not passed to the Buyer.
  7. Loss or Damage in Transit
    When the place agreed for the delivery of the Goods is a point other than at the Seller’s premises and the Goods are damaged in transit or, having been placed in transit, they have not been duly delivered to the Buyer, the Seller will repair, or at its option, replace free of charge as appropriate the Goods so damaged or not delivered provided that the Buyer shall give notice to the Seller as follows: (a) in the case of damage to the Goods, within 3 working days after delivery; or (b) in the case of non-delivery of the Goods, within 14 calendar days after receipt by the Buyer of the advice by the Seller that the Goods have been despatched.
  8. Risk and Property
    8.1   Risk of damage to or loss of the Goods shall pass to the Buyer at the time of actual delivery.
    8.2   Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash and/or cleared funds payment in full of the price of all the Goods and/or the Services for which payment is then due.
    8.3   Until such time as the property in the Goods passes to the Buyer, the Buyer shall not sell, charge, transfer or dispose of any of the Goods, and the Seller shall be entitled at any time to require the Buyer to return the Goods to the Seller.
  9. Site Access
    Where Services are included in the Contract the Buyer shall: (a) ensure that all preparatory works have been carried out to the site where the Services are to be performed; (b) be responsible for and ensure that all necessary approvals, consents, permissions and licences have been obtained so as to enable the Seller to carry out the Services; and (c) ensure that the Seller has adequate access to the site where the Services are to be performed and that the site is suitable for the Services to be performed.
  10. Warranty
    10.1   Subject to the conditions set out in the sub-clauses below, the Seller warrants that: (a) the Goods will conform to their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their delivery; and (b) the Services will be performed with reasonable skill and care.
    10.2   In respect of equipment, parts or materials not manufactured by the Seller, the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
    10.3   Notwithstanding the warranty given above, the Seller shall be under no liability: (a) to provide any warranty, if the total price for the Goods has not been paid by the due date for payment; or (b) arising from abnormal working conditions, wilful damage, negligence, misuse, fair wear and tear or failure to follow the Seller’s instructions (whether in writing or oral) or the repair to or modification of the Goods without the Seller’s approval; or (c) in respect of any defect in the Goods arising from any documentation, specification or drawing supplied by the Buyer.
    10.4   Any claim by the Buyer, which is based on any defect in the quality or the condition of the Goods, or their failure to conform to the specifications, or the incorrect installation of the Goods, shall be notified to the Seller: (a) within 5 working days from the date of delivery of the Goods or, where the claim relates to installation of the Goods, the date of installation of the Goods; or (b) where the defect or failure was not apparent on reasonable inspection, within a reasonable time after the discovery of the defect or failure.
    10.5   In the event that any valid claim under sub-clause 10.4 is notified to the Seller, the Seller shall be entitled to: (a) repair or to replace the Goods (or any part thereof); and/or (b) carry out corrective installation services free of charge; and/or (c) at the sole discretion of the Seller refund to the Buyer the price of the Goods and/or Services (or a pro rata proportion of the price) and thereafter the Seller shall have no further liability to the Buyer.
  11. Liability
    11.1   The Seller’s liability for damage to tangible property shall be limited to £1,000,000 in respect of any one incident (or a series of incidents arising from a common cause) which results from: (a) breach of contract; and/or (b) any negligent act or omission of the Seller or the employees agents or subcontractors of the Seller.
    11.2   Except in respect of personal injury or death caused by the Seller’s negligence, the Seller shall not be liable to the Buyer for any consequential loss compensation cost expenses damage or other claims (whether for loss of profit or otherwise) whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or the provision of the Services.
    11.3   The Seller shall not have any liability or be deemed to be in breach of the Contract for any delays or failure in performance of this Contract which result from circumstances beyond the reasonable control of the Seller.
  12. Intellectual Property Rights
    12.1   All documents including (but not limited to) specifications, manuals, technical information and drawings provided to the Buyer by the Seller in connection with the Contract shall only be used by the Buyer for their intended purpose and the copyright in such documents, except insofar as it remains vested in any third party, shall remain vested in the Seller.
    12.2   All copyright and other intellectual property rights in any software contained in the Goods shall remain vested in the Seller except insofar as they remain vested in any third party, and the Seller hereby grants to the Buyer, subject to the renewal of any licence fees that may be applicable, a non exclusive non-assignable licence to use such software for the sole purpose of the operation of the Goods.
  13. Cancellation
    No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and in such event: (a) the Buyer shall indemnify the Seller in full against all costs (including the cost of all labour and material used) damages charges, expenses and losses (including loss of profit) incurred by the Seller as a result of such cancellation; and (b) the Buyer shall pay the Seller’s invoice within 10 calendar days of its date.
  14. Insolvency of the Buyer
    Without prejudice to its other rights, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered and/or the Services performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary in the event that: (a) the Buyer (being an individual or firm) makes any voluntary arrangement with its creditors, or an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made against the Buyer, or if a receiver or trustee in bankruptcy is appointed of the Buyer’s estate; or (b) the Buyer (being a company) makes any voluntary arrangement with its creditors, or a voluntary arrangement is proposed or approved or an administration order is made or a receiver or administrative receiver is appointed of any of the Buyer’s assets or undertakings, or a winding up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order; or (c) the Buyer ceases, or threatens to cease to, carry on business; or (d) if the Seller reasonably apprehends that any of the events mentioned above is about to occur and notifies the Buyer accordingly.
  15. General
    15.1   The Seller shall be entitled to subcontract the provision of the Services or such part thereof as the Seller considers to be appropriate.
    15.2   Any notice to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may have been notified for such purpose.
    15.3   No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision of the Contract.
    15.4   If any part of any provision of these Conditions shall be invalid or unenforceable, then the remainder of each provision and all the other provisions of these Conditions shall remain valid and enforceable.
    15.5   The Contract shall be construed in accordance with English law and the courts of England are to have exclusive jurisdiction to settle any disputes which may arise in connection with this Contract.

Last Updated on: 13/05/2024

Contacting us

Contact details
Data Controller
Chronologic Ltd
Units 20 – 24 Fourth Avenue,
Westfield Industrial Estate,
Radstock, 
England,
BA3 4XE

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