(a) Freight charges are additional.
(b) Any data quoted for delivery is an estimate only and C.P.A. shall not be liable to the customer for any loss or damage howsoever arising for failure to deliver on or before the quoted date.
(c) C.P.A. reserves the right to deliver by instalments. If delivery is made by instalments the customer shall not be entitled:
(i) to terminate or cancel the contract; or
(ii) to any claim for loss or damages howsoever arising.
(d) The customer shall inspect the goods/product immediately on delivery and shall, within forty eight (48) hours, give written notice to C.P.A. of any matter or thing by reason whereof the customer alleges that the goods / products do not conform with the contract.
(a) Whilst every effort is made to ensure their accuracy, the descriptions, illustrations and material contained in any descriptive matter provided by or on behalf of C.P.A. represents the general nature of the items described therein and shall not form a part of any order agreement or amount to any representation or warranty. C.P.A. reserves the right to modify the design of items without notice.
(b) C.P.A. does not warrant or guarantee and it shall not be a term of any agreement between C.P.A. and the customer that any items manufactured or supplied by C.P.A. which are based in whole or in part upon any designs, drawings or specifications supplied to C.P.A. by or on behalf of the customer will achieve any standard or performance or any capacity whatsoever.
(a) To the extent permitted by relevant law, representations/promises/statement/ warranties and conditions regarding any goods/products supplied by or on behalf of C.P.A. which without limiting the generality of the foregoing shall include conditions or warranties as to quality or fitness for any particular purposes are expressly excluded. C.P.A. shall not be liable for any lessor damage whatsoever and howsoever arising whether direct, indirect or consequential or in respect of any claim whenever and however made for any loss, damage, deterioration, deficiency or other fault or harm in the items manufactured work executed or services provided by or on behalf of or in any arrangement with C.P.A. or occasioned to the customer or any third or other party or to his or their property or interest and whether or not due to the negligence of C.P.A., its servants or agents.
(b) The customer acknowledges and agrees that the purchase price for the goods/product which C.P.A. is charging hereunder does not include any consideration for assumption by C.P.A. of the risk of the customer's consequential damages which may arise in connection with the customer's use and/or resale of the items the subject hereof and it is expressly agreed that C.P.A. shall not be responsible for any conditions or terms of sale other than those herein contained nor for any representations, specifications or promises of any kind or description other than those expressly contained in this agreement and any expressor implied condition/term/statement or warranty, statutory or otherwise, not stated herein, is to the maximum extent permitted by law hereby excluded. Accordingly the customer agrees that C.P.A. shall not be responsible to the customer for any direct or indirect loss of profit incidental, special or consequential damages arising out of the use or resale of the items even if C.P.A. has been informed of the possibility of such damages. It is expressly agreed that subject to any statutory provision to the contrary C.P.A.'S liability in connection with the items or this agreement shall not exceed amounts paid to C.P.A. by the customer hereunder. These limitations apply to all causes of action in the aggregate including without limitation, breach of contract, breach of warranty, C.P.A.'S negligence strict liability product, liability fraud misrepresentation and other torts. No action may be brought by or on behalf of the customer at any time more than twelve (12) months after the cause of action arose and to the extent that same does not conflict with relevant law C.P.A. shall not be liable in any circumstances for any:
(i) defect or damage caused in whole or part by misuse, abuse or neglect.
(ii) transport, installation, removal, labour or other costs
(iii) technical advice or assistance given or tendered by it to the customer, whether or not on connection with the manufacture or supply of goods for or to the customer.
This agreement may be terminated by C.P.A. at any time after the occurrence of a credit event with respect to the customer. A credit event shall be deemed to have occurred with respect to the customer if:
(a) The customer shall;
(i) Generally not pay its' debts as such debts become due or shall admit in writing its inability to pay its debts generally; or
(ii) make a general assignment for the benefit of creditors; or
(iii) institute any proceeding seeking to adjudicate it a bankrupt or insolvent or seeking liquidation winding up reorganisation arrangement, adjustment protection relief or composition of it or its debts under any law relating to bankruptcy insolvency or reorganisation of relief of debtors or seeking the entry of an order for relief or the appointment of a receiver trustee or other similar official for it or for any substantial part of its property; or
(b) There shall be commenced against such party any proceeding of the type described in clause (a) (i) (ii) or (iii) hereof which:
(i) results in an order for relief; or
(ii) shall not have been vacated, discharged or stayed or bonded pending appeal for a period of thirty (30) days from the entry thereof.
From and after any cancellation pursuant to clause 9 above:(a)The customer may continue to market the goods/products in its possession for which it has paid in its customary manner having reference to the terms and conditions of this agreement and in the ordinary course of business; and
(b)Payment and indemnification obligations arising prior to termination will remain in force; and
(c)The due date for all invoices for the items shall automatically be accelerated so that they shall immediately become due and payable on the effective date of termination even if longer terms had been provided previously. Termination of this agreement shall automatically cancel all unshipped orders.
(a)It is expressly agreed and declared that the title of the subject goods/products shall not pass to the customer until payment in full of the purchase price. The customer shall in the meantime take custody of the goods/products and retain them as the fiduciary agent and bailee of C.P.A..
(b)The customer may resell but only as a fiduciary agent to C.P.A.. Any right to bind C.P.A. to any liability to any third party by contract or otherwise is however expressly negated. Any such resale is to be at arms length and on market terms and pending resale or utilisation in any project or construction process is to be kept separate from its own properly stored protected and insured.
(c)The customer will receive all proceeds, whether tangible or intangible, direct or indirect of any dealing with such goods/products held in trust for C.P.A. and will keep such proceeds in a separate account until the liability to C.P.A. shall have been discharged.
(d)C.P.A. is to have power to appropriate payments to such goods and accounts as it thinks fit notwithstanding any appropriation by the customer to the customer to the contrary.
(e)In the event that the customer shall hold such part of the proceeds of such project or construction process as relates to the goods/products held in trust for C.P.A.. Such part shall be deemed to equal in dollar terms the amount owing by the customer to C.P.A. at the time of the receipt of such proceeds.