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Terms & Conditions

Chemicals & Pharmaceuticals -  - CPL Activated Carbons
CARBON LINK LTD T/A CPL ACTIVATED CARBONS: CONDITIONS OF SALE
  1. GENERAL

In these conditions “the company” means Carbon Link Ltd, trading as CPL Activated Carbons and “the customer” means the person or company in receipt of our goods and services. These conditions shall form the basis of the contract between the company and the customer and, notwithstanding anything to the contrary in the customer’s conditions of purchase or in previous correspondence, these conditions shall apply except so far as expressly agreed in writing by an authorised officer of the company.

  1. TERMS OF SALE

The goods are sold by description or trade name only and in the absence of written agreement, no warranty that the goods are fit for any particular purpose is given or is to be implied.

Any recommendations or guidance given to a customer are based upon:

  • the data provided by the customer at the time of purchase;
  • the CPL range of products available at the time; and
  • the best knowledge available to the CPL team at the time.

Unless specifically communicated to CPL before purchase, changes to circumstances beyond CPL’s control that may impact upon the product supplied shall be the customer’s sole responsibility.

CPL warrants that any product supplied will met the relevant specification applicable to it but it is unable to guarantee or warrant its performance in a specific application.

The weights or quantities, samples and analyses as ascertained by, or on behalf of, the company and notified to the customer shall be conclusive unless proven otherwise. Any quotation made by the company is solely an invitation to treat and shall not constitute an offer that is capable of acceptance.

The supply of any mobile carbon filter unit to a customer shall be governed by the CPL Terms and Conditions of Hire – see below .

  1. DELIVERY

Unless otherwise agreed in writing, the company shall deliver the goods within the United Kingdom to the site notified by the customer, subject to there being adequate facilities for delivery and unloading at that site. The customer shall provide, during normal working hours, such labour and facilities as are necessary for unloading the goods with reasonable dispatch on the day notified by the company for delivery.

The risk in the goods will pass to the customer at the time of dispatch and will be at the customer’s risk during transit unloading and thereafter.

The customer shall note any claim for short delivery or for damage to the goods at the time of delivery and shall confirm any claim in this respect in writing to the company’s Head Office within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery or damaged goods. If there is short delivery, the customer undertakes to accept the goods delivered as part performance of the contract.

The company undertakes to use reasonable endeavours to dispatch the goods on a promised delivery date, but time of delivery shall not be of the essence of any contract entered into by the customer and the company.

Where the goods are not delivered by the company but by an independent carrier, delivery to the carrier shall be delivery to the customer.

If the customer fails to take delivery on the agreed delivery date, or if no delivery date has been agreed when the goods are ready for dispatch, the company shall be entitled to store and insure the goods and to charge the customer the reasonable cost of so doing.

  1. TERMS OF PAYMENT

Unless otherwise agreed, the customer shall pay for the goods within thirty days of the date of invoice save where the customer has no trading account with the company or cannot supply suitable trade references, in which case payment for the goods shall be made at the time of order.

If payment, or any part thereof, is not made by the customer by the due date, the company shall be entitled: to charge interest on the outstanding amount at the rate of 4% per annum above National Westminster Bank plc base rate accruing daily; to require payments in advance of delivery of undelivered goods; to refuse to make delivery of any undelivered goods, whether ordered under the contract or not, and without incurring any liability whatever to the buyer for non-deliver or delay in delivery.

The customer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted.

  1. 5. RETENTION OF TITLE

Ownership of the goods delivered by the company shall only be transferred to the customer when the customer has paid all sums owing to the company, on whatever grounds, in full. Until payment is made, the customer shall store the goods in such a way as to be identifiable from other goods and to show that they remain the property of the company.

  1. TERMINATION

The company shall be entitled to terminate any contract with the customer by written notice in the following circumstance:

If any payment due under the terms of contract and these conditions have not been paid within seven days after the service by the company on the customer of a written demand for payment.

If the customer fails to take delivery of the goods within seven days of service by the company of written notice requiring the acceptance of delivery.

If the customer (being a company) has had a Receiver or Administrator appointed over its undertaking or any part thereof or has entered into liquidation, whether voluntary or compulsory (except a voluntary liquidation for the purpose only of reconstruction or amalgamation),or if the customer (being an individual or partnership) has committed an act of bankruptcy or has made any arrangement or composition with his creditors or otherwise take the benefit of any Act for the time being in force for the relief of insolvent debtors or has suffered or allowed any execution whether legal or equitable to be levied on his property or obtained against him.

In the event of termination of the contract the customer shall immediately pay the company for all goods delivered and for any cost (including legal cost) incurred by the company as a result of the termination.

  1. VARIATIONS

All quotations and estimates issued by the company are, unless otherwise stated, based on current costs and are subject to amendment on or after acceptance to meet any recognised rise in such costs. In any event, all quotations issued by the company shall remain open for acceptance by the customer only for the period stated in the quotation.

All quotations and estimates are subject to amendment on or after acceptance as a result of any increase in taxes, duties or levies in respect of the goods.

The company reserves the right to amend the specification of the goods in the light of changes in technology and/or in the nature of sources of the goods or raw materials.

  1. CLAIMS

Under no circumstances whatsoever shall the company become liable in respect of the use or application of the goods by the customer.

The company shall not entertain any claim for any short delivery of, or damage to, the goods unless it is made in writing by the customer within three working days from the date of delivery.

Within a reasonable time of delivery the customer shall carry out a thorough inspection of the goods and shall give written notification to the company forthwith of any alleged defect in quality, specification or composition of the goods and shall give the company a reasonable opportunity to inspect the allegedly defective goods. In the event of the goods or any part of them being proven to be defective as alleged, the liability of the company shall be limited to the replacement of the defective goods or for the invoice value of the defective goods at the company’s option. Under no circumstances whatsoever shall the company be liable for any consequential loss or damage howsoever caused.

  1. REPRESENTATIONS

No servant or agent of the company has power to vary these conditions orally nor to make representations as to the condition, fitness, quality specification properties or applications of the goods supplied or as to any other matter.

The company shall not be liable for any such statements or representations.

  1. NOTICES

Any notice served in accordance with these conditions shall be deemed properly served if given in writing and delivered personally or sent by letter (or facsimile) to the intended recipient’s registered office or last known trading address.

  1. GOVERNING LAW

The contract shall be deemed to have been made in England and shall be subject to the jurisdiction of the English courts.

CPL Activated Carbons – CPL Terms and Conditions of Hire

GENERAL

These standard terms and conditions shall apply to the lease of all Equipment from the Lessor to the Hirer.

Definitions

Lease Schedule means the document describing the Equipment, the Rent, the Hire Period and all similar terms

Lessor means Carbon Link Limited whose registered office is at Westthorpe Fields Road, Killamarsh, Sheffield, S21 1TZ (company number 02504167)

Hirer means the company leasing the Equipment

Hire Period means the duration of time for which the Hirer has agreed to rent the Equipment as more particularly set out in the Lease Schedule

The Equipment means the equipment identified on the Lease Schedule (including all components, parts, records, manuals, replacements, additions and renewals of it)

Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this agreement.

Rent means the amount payable by the Hirer to the Lessor for the lease of the Equipment as more particularly identified in the Lease Schedule

Hire and quiet enjoyment

1. The Hirer agrees to hire the Equipment from the Lessor for the Hire Period.

2. The Lessor agrees that while the Hirer pays the Rent and performs the Hirer’s obligations under this Agreement, the Hirer may keep possession of the Equipment for the Hire Period and may use it without interruption from the Lessor.

3. The Lessor shall deliver the Equipment to the Hirer’s location as specified in the Lease Schedule by such date as may be agreed in writing between the parties.

4. Upon accepting delivery of the Equipment, the Hirer agrees to be bound by these terms and conditions.

5. In the event that the Hirer utilises adsorption products supplied by the Lessor in its use of the Equipment, the supply of such products shall be subject to the Lessor’s standard terms and conditions of supply for the products.

Lessor’s promises about the Equipment

6. The Lessor promises the Hirer that the Equipment is of satisfactory quality.

7. The Lessor promises the Hirer that it will use reasonable endeavours to repair, free of charge, any material defect in the Equipment which manifests itself within the first 4 days from delivery of the Equipment, but on the conditions that:

a. The Hirer has notified the Lessor of any defect in writing within 1 day of the defects becoming manifest; and
b. the Lessor has been permitted to make a full examination of the Equipment and the alleged defect; and
c. the defect did not become manifest because of any of anything done to the Equipment by any person other than the Lessor’s authorised personnel; and
d. the defect is directly attributable to defective material, workmanship or design.

8. The Lessor shall allow an appropriate reduction in the Rent for each Working Day on which the Equipment is not fully available because of any breach of clause 7. This reduction in the Rent shall be the Hirer’s sole remedy for a breach of this clause.

Payment

9. The Hirer promises the Lessor that the Hirer will:

a. pay the Rent punctually without any deduction, counterclaim, or set-off (whether at law or in equity); and
b. pay all other money under this Agreement at the times and in the manner specified in this Agreement.

10. The Hirer shall pay the first month’s Rent in advance and at such monthly, quarterly or annual intervals thereafter as specified in the Lease Schedule.

Use of the Equipment

11. The Hirer warrants to the Lessor that the Hirer will use the Equipment:

a. in a skilful and proper manner;
b. (in accordance with any operating instructions issued for it; and
c. in accordance with any relevant legislation.

12. The Hirer warrants and represents to the Lessor that it will strictly adhere to the relevant service manual or operating instructions of the Lessor and/or by utilising the services of the Lessor, keep the Equipment:

a. in good repair, condition, and working order;
b. properly serviced and maintained; and
c. fitted with any appropriate new parts when repair of any part is not reasonably practicable.

13. The Hirer warrants and represents to the Lessor that it will maintain accurate and complete records about the Equipment, and its (a) use; (b) operation; (c) maintenance; (d) servicing and (e) repair. The Hirer will allow the Lessor to inspect and take copies of the records maintained by it and will provide those records to the Hirer at the end of the period of hire.

14. The Hirer will allow the Lessor to inspect and take copies of the records maintained by it and will provide those records to the Hirer at the end of the period of hire.

15. The Hirer shall be responsible for ensuring that there is a suitable location for the Equipment so that it can be loaded and unloaded safely and effectively and without hindrance.

16. The Hirer shall be responsible for ensuring there are suitable utilities available in order to be able to operate the Equipment.  All costs and expenses associated with such utilities shall be for the account of the Hirer.

17. Unless otherwise agreed with the Lessor, the Hirer shall only use the Equipment in conjunction with products and for purposes authorised by the Lessor.

18. Each mobile filter has a normal maximum rental period of one year and will be changed at least once a year to ensure full compliance with the Lessor’s quality and safety standards.

19. Following reasonable prior notice given by the Lessor to the Hirer, the Hirer grants the Lessor a right of access to the location(s) where the Equipment is present in order for the Lessor and its agents to inspect, test, repair or replace the Equipment.  The Hirer shall not prevent or hinder the Lessor from exercising its rights of access.

20. The Hirer shall ensure that the Equipment is kept in a safe and secure location and shall keep the Lessor informed at all times of the location of the Equipment.

21. The Hirer shall be liable and responsible for all loss or damage to the Equipment sustained during the period of hire, howsoever caused.

22. In the event the Lessor is prevented from either delivering or collecting the Equipment by reason of the Hirer’s acts or omissions, the Hirer shall be liable to pay the Lessor’s standard waiting fees and charges (such charges being available upon request from the Lessor).

23. The Hirer shall be responsible for the operation of the Equipment.  The Hirer shall ensure that its personnel are appropriately trained in the use of the Equipment.

24. The Hirer is responsible for integrating the Equipment into its facility, taking all operating limits of the Equipment into account. The Lessor can be consulted for a risk analysis.

25. The Hirer shall ensure that there are safe systems of work in place for the operation and maintenance of the Equipment.

26. The Hirer shall be responsible for obtaining and maintaining any licences or consents as are necessary to have, use and operate the Equipment.

27. The Hirer shall not alter or amend any markings or logos on the Equipment and the Hirer may not add any name plates, designs, logos or any other writing or device to the Equipment without the Lessor’s prior written consent.

28. The Equipment shall not be re-hired, sub-let, or lent to any third party without the prior written consent of the Lessor.

29. The Equipment shall not be moved from the site to which it was delivered or consigned without the prior written consent of the Lessor.

30. If the Equipment is permitted to be moved, this must be done with due care, and according to the Lessor’s operating manual or instructions.

31. If during the Hire Period the Lessor decides that urgent repairs to the Equipment are necessary, the Lessor may arrange for such repairs to be carried out on site or at any location of his nomination.

32. The Hirer shall comply with all laws, regulations and guidance in relation to the use of the Equipment.

The Business of the Hirer

33. The Hirer warrants and represents to the Lessor that the Hirer will not do anything that leads any person to attempt to seize, distrain, take possession of, or to attempt to execute any civil recovery or judgement on the Equipment.

Ownership

34. The Hirer acknowledges that:

a. The Lessor will at all times retain the ownership of the Equipment; and
b. The Hirer will have no right of ownership in the Equipment.

35. Whether or not the Equipment has been affixed to any land:

a. the Lessor will continue to be the owner of the Equipment; and
b. the Equipment will remain the personal chattels of the Lessor.

Insurance

36. The Hirer shall keep the Equipment insured:

a. for its replacement value;
b. against all risks on a comprehensive policy without restriction or excess;
c. with substantial and reputable insurers in the United Kingdom or elsewhere within the EU as appropriate to the hire location.

37. The Hirer shall keep the Lessor and the Hirer insured as joint insured.

38. The Hirer shall produce the insurance policy (with proof that the premiums have been paid) to the Lessor on request.

39. The Hirer will indemnify the Lessor against all loss or damage to the Equipment that happens before the Lessor has retaken physical possession of the Equipment to the extent that the Hirer is not indemnified by the insurance money.

Force Majeure

40. Neither party shall have any liability for any failure or delay in performance of this agreement to the extent the same results from Force Majeure for as long as such event means that performance of the agreement is not possible or is delayed. The party affected by such Force Majeure shall promptly notify the other party in writing when such Force Majeure causes a delay or failure in performance and when it ceases to do so. If such Force Majeure continues for a continuous period of more than three month either party may terminate this agreement by written notice to the other party.

Indemnity

41. The Hirer will indemnify the Lessor against all loss, actions, claims, demands, proceedings (whether criminal or civil), costs, legal expenses, liabilities, judgements and damages or other sanctions whenever arising, directly or indirectly from the Hirer’s failure or alleged failure to perform its obligations under this Agreement.

Return of the Equipment

42. The Hirer will deliver the Equipment to the Lessor at the end of the Hire Period at such address as the Lessor has then notified to the Hirer or, if so notified in writing by the Lessor, allow the Lessor to collect the Equipment. The Equipment must be returned to the Lessor undamaged and completely cleansed at the end of the rental period. Cleansing means cleaning the outside in the case that the Lessor takes back the adsorption products supplied to the Hirer, and cleaning the outside and inside in the case that Lessor does not take back the adsorption products.

43. In the absence of cleaning or in the event that repair is necessary, the costs (working hours and materials) for the repairs, cleaning or other actions that must be done will be invoiced to the Hirer.

Defaults and Liability

44. The Hirer acknowledges that the Lessor will not have any liability to the Hirer.

a. for any loss because the Equipment is unusable;
b. to supply any replacement Equipment during any period when it is unusable;
c. for any loss because of the Lessor lawfully terminating the hiring or retaking possession of the Equipment after breach of this Agreement by the Hirer.

45. The Lessor shall not be liable or responsible (whether under contract, tort or statutory duty) to the Hirer for;

a. any loss of profit;
b. any loss of sales;
c. any loss of production;
d. any loss or damage to goodwill or reputation;
e. any loss of contract;
(whether such aforementioned losses are direct or indirect losses); or
f. any indirect, special or consequential loss

46. The Lessor’s maximum aggregate liability in relation to the hire of the Equipment shall be capped at the Rent paid by the Hirer to the Lessor.

47. The exclusions of liability in this clause does not apply to:

a. death or personal injury caused by negligence on the part of the Lessor; or
b. fraud on the part of the Lessor.

48. The Lessor may terminate the hiring under this Agreement on the occurrence of any of the following events:

a. the Hirer does not pay money any under this Agreement at the times and in the manner required by this Agreement;
b. any breach of any of the Hirer’s obligations under this Agreement (not remedied within 7 days after having been given written notice of the breach to the extent it is remediable);
c. any of these things happening to the Hirer:

i. liquidation;
ii. winding up;
iii. made the subject of a petition for winding up or a resolution for voluntary winding up (otherwise than for a bona fide solvent reconstruction);
iv. a petition for the appointment of an administrator or the appointment of either or both a receiver or administrative receiver;
v. a meeting of its creditors;
vi. distress;
vii. civil recovery; or
viii. anything similar in any jurisdiction that is not England & Wales.

49.  This Agreement will terminate at the expiry of the term set out in the Lease Schedule. The Hirer shall provide at least three months written notice that it wishes to terminate the hire of the Equipment prior to the expiry of the Hire Period.   Where, at the request of the Hirer and the agreement of the Lessor, the hire continues beyond the term in the Lease Schedule, the Hirer shall provide at least three months written notice that it wishes to terminate the hire.

50. The Hirer shall provide at least seven clear days written notice that it wishes to terminate the hire of the Equipment prior to the expiry of the Hire Period.   This Agreement will terminate at the expiry of such notice. Where the hire continues beyond the term in the Lease Schedule, the Hirer shall provide at least three months written notice that it wishes to terminate the hire.

Consequences of termination

51. On termination of this Agreement, the Lessor’s consent to the Hirer’s possession of the Equipment will determine immediately and the Lessor will have the right to take possession of the Equipment wherever it may be.

52. On termination of this Agreement, the Hirer will pay to the Lessor.

a. any arrears of the Hire Fee;
b. any damages for any breach of this Agreement; and
c. the proper costs and expenses (including legal fees) incurred by the Lessor in or towards enforcing its rights under this Agreement

General

53. No delay or failure of the Lessor to exercise any right or remedy will constitute a waiver of it.

54. Any of the Lessor’s rights or remedies may be enforced separately or concurrently with any other right or remedy at any time.

55. This Agreement is the entire agreement between the Lessor and the Hirer about its subject matter and replaces any earlier agreement between them about its subject matter.

56. No variation to this Agreement is to be deemed to be effective unless it has been made in writing and signed on behalf of each of the Lessor and the Hirer.

57. Any written communication from the Lessor to the Hirer will be sufficiently served if sent by prepaid post or letter or delivered by hand either to:

a. the address of the Hirer:
b. the registered office of the Hirer.

58. If sent by post or letter will be deemed to have been received by the Hirer:

a. 48 hours after the time of posting; or
b. at the date of delivery if delivered other than by post

59. A person who is not a party to this Agreement shall not have any rights to enforce any of the provisions of this Agreement.

60. This Agreement is to be governed and construed according to the law of England & Wales.

61. The Courts of England & Wales are to have exclusive jurisdiction over this Agreement and the Equipment.

62. If any court or competent authority finds that anything in this Agreement is invalid, illegal, or unenforceable then that thing is to be deemed to be deleted and the validity, legality, and enforceability of the other things in this Agreement will not be affected. If it would be valid, enforceable and legal if some part of it were deleted then it is to apply with the minimum modification necessary to make it legal, valid, and enforceable.

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