Terms & Conditions

TERMS AND CONDITIONS

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CENTRAL COMPANY FORMATIONS LIMITED - TERMS & CONDITIONS OF SALE

1 General

(a) The conditions set out below are the only terms on which we do business unless a variation is specifically agreed in writing signed by a director of Central Company Formations Limited ("the company").

(b) All goods offered for sale are subject to remaining unsold.

(c) If an order is not placed, the client is liable to reimburse any expenses incurred by the company at the clients request.

2 Price

(a) The company reserves the right to vary the price if the costs of labour, material or other services vary from that at the contract date and in any event orders will be invoiced at the price ruling at the date of despatch.

3 Payment

(a) Prices quoted are net and are payable before delivery. If requested, and subject to satisfactory credit rating, bank and trade references, the company may agree that an account can be given. Payments against accounts become due in full not later than fourteen days from invoice date. Unless otherwise agreed in writing the client shall pay the company interest on all accounts at the rate of 3% per month above the current base rate of Barclays Bank Plc from the day that payment was due until payment is made in full.

(b) Not with standing any agreement for credit or course of dealing on credit terms the company may at any time and without giving notice or reason revoke such agreement or terms without penalty.

(c) The title to all goods sold by the company will remain vested in the company until full payment has been made. At anytime at the company's discretion the company may use its retention of title to recover goods not paid for in full from a client or a third party. Should the goods not be available the company may claim other goods of a similar value.

(d) In the event of non payment for goods or services supplied the company may resign and appoint officers and change the registered office address of any company supplied in order to reclaim the company supplied without notice and without liability.

(e) If the company owes any amount to the client in respect of any purchases whatsoever contra account transactions will not be accepted.

(f) If the client is a limited company or other legal entity claiming limited liability and the client is unable to pay for goods and or services supplied for any reason whatsoever, including insolvency, the directors or partners shall also become jointly and severally liable for the debt.

4 Delivery

(a) Delivery terms quoted are subject to confirmation after order and are at times subject to unforeseen delays over which we have no control. The company whilst making reasonable effort to comply with the quoted date of delivery shall not be liable for any penalty, loss, injury, damage or expenses directly or indirectly consequent upon any delay or failure in delivery or performance by the company or its agents or servants from any cause whatsoever nor shall such delay entitle the client to cancel any order, refuse to accept or repudiate any contract for work to be done.

(b) Goods dispatched for delivery within the United Kingdom and returned as undelivered for any reason will be held for collection for a period of one month and if not collected the order shall be considered canceled.

(c) Goods dispatched for delivery outside the United Kingdom by ordinary airmail post are sent at the clients risk.

5 Exclusion

(a) The company does not hold or warrant any goods or services as being fit for any particular purpose, whether made known to the company or not and the client must not rely on the company's skill or judgement in relation to the fitness of goods or services for any purpose. If the client requires assistance on the fitness of any goods or services for any purpose he should seek appropriate professional advice. The company's staff are not authorised to express any opinion or make any representation as to the fitness of any goods or services for any purpose, and any such opinions or representations as may be expressed by them are not binding on the company.

6 Liability

(a) The company (subject as herein provided) undertakes to replace, correct or at its option credit the value of all goods or services supplied which are defective or otherwise not in conformity of contract subject to all of these conditions provided always. The company must be informed in writing of such defective goods or services and requested to make such replacement or correction or give such credit within 2 weeks from collection or delivery of the goods or services.

(b) The company's liability whether in contract, tort or otherwise in respect of any goods supplied by it shall be limited solely to the foregoing, and in no circumstances does the company accept any further liability or any injury, damage or financial loss or for either direct or consequential losses howsoever or whenever arising. in particular, but without prejudice to the generality of the foregoing,

7 Limitation of liability

(a) If the company carries out any work at the request of the client the company's liability for any failure or breach of contract will be limited to the invoice cost of the work.

8 Cancellation

(a) Orders placed with the company cannot be cancelled except with the company's written consent and on terms which will indemnify the company against any damage or consequential loss.

9 Nominees

(a) The client shall indemnify the company and any and all of its agents, officers and servants against all costs arising from the provision of nominee officers, signatories, shareholders etc.

(b) The provision of a nominee company secretary by the company is a nominee in name only and does not include any secretarial services.

(c) Default in payment of nominee company secretary service charges will result in the resignation of the company secretary without notice and without liability for the consequences.

10 Registered office

(a) If the registered office remains at the companys address the provision of a registered office fee will be charged at the prevailing rate and will include forwarding of statutory post sent to the registered office. Dealing with other matters will incur an additional charge.

(b) Default in payment of registered office charges or additional charge will result in withdrawal of the facility without notice and without liability for the consequences.

(c) If the company changes its address at least one months notice will be given but no claims will be accepted from clients in respect of changing registered office details.

(d) Registered office services shall be subject to a "fair use" policy and the cost of post forwarding shall not be greater than eighty per cent of the fee paid for any year.

11 Performance of contract

(a) In the event of the performance of any obligation accepted by the company being prevented, delayed or in any way interfered with by either

(1) An act of god, outbreak of war, either general or local riot or other civil commotion, strike, lockout, act or decree of any government or any other act, matter or thing beyond our reasonable control.

(2) Non-delivery or non-performance by the company's suppliers or damage, loss or destruction of the whole or part of the goods or work, the company may at its option suspend performance or cancel its obligation under the contract without liability for any damage or consequential loss resulting therefrom such suspension or cancellation being without prejudice to the company's right to recover all sums owing to it in respect of consignments delivered, or collected and costs incurred to date.

(3) By any cause beyond the company's control.

12 Assignment

The contract shall not be assigned by the client to any third party without the prior consent of the company.

13 Patents

The client is to indemnify the company against any claims whatsoever for damages and or costs against all liability in respect of any infringement of trade mark, patent right, copyright or any other intellectual property resulting from compliance with clients instructions express or implied.

14 Money Laundering Regulations

(a) All clients are required to provide documents and/or information to meet the requirements of the Money Laundering Regulations.

(b) Failure to provide satisfactory documents and/or information to meet the requirements of the Money Laundering Regulations will result in the cancellation of orders and no refund will be given.

15 Law and jurisdiction

(a) Subject to the above conditions the client shall not take legal action against the company.

(b) The contract shall be governed by and constructed in all respects in accordance to English law. The client on entering into the contract submits to the jurisdiction of the English courts.

(c) Should any condition or part thereof become unenforceable for any reason whatsoever this shall be without prejudice to the remainder of that condition and all other conditions and part conditions.

(d) The condition headings are inserted for convenience only and shall not effect the construction of these conditions.