Terms and Conditions of Sale
1. General
a) These General Terms and Conditions of Sale (“Terms and Conditions of Sale”) apply to all contracts for sale of goods concluded through our online store between us, Crown Lift Trucks Ltd., a company incorporated in England and Wales with company number 225 0315 12 whose registered office is at Rutherford Road, Basingstoke, Hampshire, RG24 8PD, United Kingdom, (“Crown,” “we,” “us”) and you as the person purchasing the Goods (“Customer,” “you,” “your”). Our VAT number is 02319386. We operate the website https://uk-shop.crown.com/. To contact us email us at info@crown.com. These Terms and Conditions of Sale apply to the order by you and supply of goods by us to you (“Contract”). The Terms and Conditions of Sale apply to the exclusion of any other terms that you seek to impose or incorporate, or that are implied by trade, custom, practice or course of dealing.
b) Crown reserves the right to amend the Terms and Conditions of Sale at any time by publishing revised terms on our website. The Terms and Conditions of Sale in effect at the time the customer places an order shall always apply to that order and any subsequent order.
c) Crown is a business-to-business provider. The product offerings in our online store are therefore intended exclusively for persons acting in the course of a business, trade, craft or profession. We do not sell to consumers. By registering for an account and/or placing an order, you confirm that: (i) you are acting wholly for purposes relating to your trade, business, craft or profession and not as a consumer; (ii) if you are placing an order on behalf of a company or other organisation, you have authority to bind that organization; and (iii) the information you provide to us is complete and accurate. We may request information reasonably required to verify your status as a business customer, including your company registration number and/or VAT registration number, and may reject or cancel an order if we are unable reasonably to verify your business status.
d) Sales are made exclusively to businesses based in the United Kingdom. Orders from customers based outside the United Kingdom will not be accepted.
e) Contracts with the customer are concluded exclusively in English.
2. Product Information
a) The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website have a 2% tolerance.
b) The packaging of your Goods may vary from that shown on images on our website.
3. Contract conclusion
a) The listing of products in Crown’s online store does not constitute an offer on the part of Crown to sell those products. It is intended solely to enable the customer to submit an order.
b) Customers can order goods from our online store as guests or as registered users. Only by submitting an order through the online store—by clicking the “Place Order” button—does the customer make a legally binding offer to purchase the goods displayed in the order summary. Before submitting the order, the customer can edit their shopping cart at any time, remove items, adjust the quantity of view and change the information entered, such as their shipping address or billing address.
c) Immediately upon receipt of the offer, Crown will send the customer electronic confirmation of receipt, which does not constitute acceptance of the offer. A contract between the customer and Crown is not formed until Crown accepts the customer’s order in writing or by email (“Order Confirmation”). If we do not send an Order Confirmation, our acceptance will occur when we ship the ordered goods or make them available for pickup and send you confirmation of dispatch. In the Order Confirmation or in a separate email, but no later than upon delivery of the goods, Crown will send the customer the text of the contract (consisting of the order, terms of sale, and order confirmation) on a durable medium (email or paper printout) (contract confirmation). The contract text is stored in compliance with data protection regulations and can be accessed by registered customers in the customer portal or otherwise requested from Crown via email.
d) If we are unable to accept your order, we will inform you and will not charge you for the products or, where payment has already been made, will refund the relevant amount.
e) To the extent that a statement under these terms and conditions must be made in writing, a statement sent by email also satisfies this formal requirement. This does not apply if there is a statutory requirement for the statement to be in writing.
f) Crown reserves all intellectual property rights (including copyrights, design rights and database rights) in samples, cost estimates, drawings, and similar information—whether tangible or intangible, including in electronic form—created by Crown or by third parties commissioned by Crown; such information may not be made available to third parties, except by Crown. Crown undertakes to disclose information and documents designated as confidential by the customer to third parties only with the customer’s consent.
g) Crown’s offers are subject to change without notice with regard to design, quantity, price, delivery time, and availability. Crown reserves the right to make model changes for the purpose of technical development and improvement. However, there is no obligation to modify goods that have already been delivered accordingly.
h) Where goods offered by Crown are described as used or refurbished, the description of type, quality, condition, and specification set out in Crown's listing or quotation shall apply. Used or refurbished goods are sold on an “as described” basis and the Customer acknowledges that such goods may show signs of prior use consistent with their described condition.
4. Passing of title/ retention of title
a) Title to the goods shall not pass to the Customer until Crown has received payment in full (in cleared funds) of (a) the price of those goods and all other sums due in respect of those goods, and (b) all other sums which are or become due to Crown from the Customer on any account whatsoever (“Retained Goods”). Until title passes, Crown shall have an absolute right to recover and resell the Retained Goods.
b) Until title passes to the Customer, the Customer shall not create any charge, lien, or other encumbrance over the Retained Goods and shall not allow any third party to assert rights over them. If any third party seizes or threatens to seize the Retained Goods, or asserts any right over them, the Customer shall immediately notify Crown in writing and provide all information and assistance reasonably required by Crown to protect its title. The Customer shall indemnify Crown against all costs and expenses (including legal costs on an indemnity basis) incurred by Crown in recovering the Retained Goods or protecting its title.
c) The Customer has the revocable right to sell the Retained Goods in the ordinary course of business at any time. The Customer hereby fully assigns all the claims arising from the resale or on any other legal ground with all ancillary rights to Crown until the full redemption of all claims as defined in Section 2 a) above. The Customer has the revocable right to collect the assigned claims itself on its own behalf for the account of Crown at any time. Crown may collect the purchase price from the Customer’s customer directly if and to the extent in which the Customer is in arrears with its payments to Crown.
d) Until title passes, the Customer shall store the Retained Goods separately from all other goods held by the Customer, maintain them in satisfactory condition, and keep them identified as Crown's property. The Customer shall insure the Retained Goods against all risks (including loss, fire, theft, and water damage) for their full replacement value and shall, on request, provide Crown with evidence of such insurance. Crown shall be named as loss payee on such policy, or the Customer shall hold the proceeds of any insurance claim relating to the Retained Goods on trust for Crown.
e) If the Customer commits a material breach of the contract (including, without limitation, failure to make any payment when due), Crown may by written notice terminate the contract and require the immediate return of any Retained Goods in the Customer's possession. Termination shall not affect Crown's accrued rights or any other right or remedy available to Crown.
f) If the Customer becomes subject to any insolvency event (including, without limitation, the presentation of a petition for winding up, the appointment of an administrator or receiver, the making of a company voluntary arrangement, or entry into administration), Crown may by written notice terminate the contract and require the immediate return of any Retained Goods in the Customer's possession.
g) Where Crown is entitled to recover Retained Goods under this Clause 3, the Customer hereby grants Crown (and its agents) an irrevocable license to enter any premises of the Customer (or any third party where the Retained Goods are stored) during normal business hours for the purpose of repossessing the Retained Goods. All costs of recovery shall be borne by the Customer.
5. Delivery / Delay of Delivery / Damage Caused by Delay
a) Any dates or periods specified by us for delivery of the goods are estimates only and, unless expressly agreed otherwise in writing, time for delivery shall not be of the essence. The delivery period results from the agreements between the contracting parties. Crown’s compliance with such periods shall be subject to the condition that Crown receives its own deliveries correctly and in time; it is further subject to the condition that all commercial, contractual and technical issues between the contracting parties have been clarified and that the Customer fulfilled all its duties (e.g., obtained the required official approvals / certifications or made an advance payment). If any of those conditions have not been met, the delivery period shall be extended for a reasonable time, unless Crown is responsible for the delay.
In case of delays of delivery and of the provision of services due to force majeure, industrial action and other unexpected circumstances such as governmental action, delays in the supply of raw materials, war, uprising, embargo, as well as natural disasters, the delivery period shall be extended for a reasonable time. This shall also apply if such circumstances occur to suppliers of Crown. Crown will inform the Customer at short notice of such delays of delivery and their prospective end.
b) Whenever acceptance has to be conducted, the acceptance date or, alternatively, the notice of readiness for acceptance shall be decisive, except in case of justified rejection of acceptance.
c) If the shipment and/or the acceptance of the goods is delayed for reasons attributable to the Customer, the Customer shall bear the costs incurred due to the delay starting two weeks after the notification of the readiness for shipment or acceptance, respectively.
d) In the event of delays of delivery of more than three months through no fault of either party, both parties shall have the right to terminate the contract limited to the non-performed delivery. In such a case, all mutual claims for performance or damage compensation shall be excluded.
e) Crown has the right to make partial deliveries to the extent the Customer can reasonably be expected to accept them.
f) After the notification of the readiness for shipment or acceptance, respectively, the acceptance of the goods, including partial deliveries, is a material duty of the Customer. If the Customer gets in default of acceptance of the goods, Crown may – upon the unsuccessful lapse of a period of grace of two weeks – either terminate the contract or claim the payment of the purchase price in derogation from sub-section 6 a) or store the goods at a warehouse of its own or a third party at the expense and the risk of the Customer.
g) For the time of default of acceptance, Crown may claim interest at a rate of 8 percentage points per annum above the Bank of England base rate from time to time (or, if higher, the rate payable under the Late Payment of Commercial Debts (Interest) Act 1998) from the date delivery was due until actual payment. Crown’s right to claim additional damages shall not be affected by the foregoing. The Customer is free to prove that no damage was caused or that such damage is less than the global compensation.
6. Passing of the Risk, Transit Insurance
a) The risk of accidental destruction, accidental damage, or accidental loss of the delivered goods shall pass to the Customer once the latter receives the goods at Crown’s manufacturing plant or Crown’s branch establishment. If the goods are shipped on the Customer’s request, the risk shall pass to the Customer upon the delivery of the goods to the contracted forwarder, carrier or any other person designated to carry out the shipment. Packaging / shipment shall be at the expense of the Customer. Crown may choose the means of delivery and the shipment route if the Customer does not give any instructions.
b) Crown may take out transit insurance at the expense of the Customer, unless the Customer can prove that it took out such insurance itself.
7. Prices
a) Pricing and invoicing shall be made in pounds sterling (GBP), unless another currency is expressly agreed by contract.
b) For orders over £100 delivery costs are free. For orders under £100, delivery charges will be calculated at checkout depending on the delivery address and parcel size.
c) The price of the products shall be the price displayed on our online store when you submit your order, unless otherwise agreed by us in writing. Unless expressly stated otherwise, prices are subject to the addition of the statutory value added tax as applicable from time to time, as well as other taxes, import and export duties, as well as the costs for customs documents.
d) If the price increase exceeds 10% of the original quoted price, the Customer may cancel the affected order by written notice within 7 days of receiving Crown's price adjustment notice, in which case neither party shall have any liability to the other in respect of that order.
8. Payment, Maturity, Default
a) The payment methods available for an order will be displayed during checkout and may include payment by credit or debit card and/or payment on account where we have agreed credit terms with you. Unless we have agreed credit terms with you in writing, payment is due in full when you place your order.
b) If the Customer fails to make any payment due under the Contract by the due date, Crown shall be entitled (without prejudice to any other right or remedy) to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (or, if higher, the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998), accruing daily from the due date until the date of actual payment (whether before or after judgment). Crown shall also be entitled to claim the fixed sum compensation for debt recovery costs provided for under the Late Payment of Commercial Debts (Interest) Act 1998. Crown's right to claim damages for losses exceeding the interest amount is not affected.
9. Warranty
a) The products are intended for use only in the UK. We do not warrant that the products comply with the laws, regulations or standards outside the UK.
b) We provide a warranty that on delivery and for a period of 12 months from delivery (or, where risk passes earlier under section 5, from the date risk passes), the goods shall:
(i) conform in all material respects with their description; and
(ii) be free from material defects in design, material and workmanship.
c) The Customer shall examine the goods for their proper condition immediately upon their receipt. The Customer shall inform Crown without delay of defects, if any, in writing, however not later than 14 days of the receipt of the goods. The Customer shall provide an opportunity to Crown to analyze the alleged complaints.
d) Minor, technically unavoidable deviations of quality, color and design as usual in trade do not constitute any defect. Likewise, Crown does not assume any warranty for defects or damages caused by inappropriate or improper use, defective mounting or commissioning by the Customer or third parties, alterations or modifications of the delivered goods without the prior written consent of Crown, wear and tear or reasonable deterioration according to the use, defective use, negligent treatment, improper or neglected maintenance, non-compliance with Crown’s instructions of use and maintenance procedures, inappropriate equipment or spare parts, chemical, electrochemical, electric or physical impacts, unless Crown is responsible for any of the above.
e) If the goods are defective, we will, at our option, repair or replace the defective goods, or refund the price of the defective goods in full. Replaced parts pass into the ownership of Crown and shall be returned to Crown without delay by the Customer.
Upon coordination, the Customer shall give the required time and opportunity to Crown to carry out the required steps of subsequent improvement or replacement delivery; if the Customer fails to do so, Crown will be released from its obligation to provide subsequent performance. Moreover, in such cases, Crown will not be liable for damages resulting thereof.
Only in urgent cases of hazard to operational security or for the prevention of disproportionately high damages, the Customer is entitled to remove a damage by itself or a third party and claim reimbursement of the required expenses from Crown. In such a case, too, however, Crown shall be informed without delay. If the Customer or a third party carry out an improvement improperly, Crown will not be liable for damages resulting thereof.
f) If Crown fails to repair or replace defective goods within a reasonable time after being notified, or if Crown's attempts at repair or replacement are unsuccessful on two occasions, or if repair or replacement is impossible or disproportionate, the Customer may (at its option): (i) terminate the Contract in respect of the defective goods and obtain a refund of the price paid for those goods; or (ii) require Crown to reduce the price by an appropriate amount reflecting the reduction in value caused by the defect. Where the defect is minor and does not substantially affect the Customer's use of the goods, the Customer's sole remedy shall be a price reduction and not termination. Termination under this clause does not affect any other goods delivered under the Contract that are not defective.
g) If accessories delivered but not manufactured by Crown are defective, Crown shall assign the warranty claims against the manufacturer or other third parties to the Customer. The Customer may assert claims against Crown only when the Customer previously asserted its warranty claims for defects against the manufacturer or the third party without success.
h) Warranty is inapplicable if the Customer alters the goods or has them altered by third parties without Crown’s consent with the consequence that defect removal is rendered impossible or unreasonably complicated. In any event, the Customer shall bear the additional costs of defect removal incurred due to the alteration.
i) The warranty period for second-hand goods is subject to the individual contractual agreement but shall not exceed 12 months as of the passing of the risk.
j) With the exception of the cases regulated in Section 8 hereunder, claims of the Customer for warranty due to a defect other than the ones set forth above shall be excluded.
k) Except as expressly stated in these Terms and Conditions of Sale, we do not give any representations, warranties or undertakings in relation to the goods. Any representation, condition or warranty that might be implied or incorporated into these Terms and Conditions of Sale by statute, common law or otherwise is fully excluded permitted by law. In particular, we will not be responsible for ensuring that the goods are suitable for your purposes.
10. Liability / Damage Compensation / Exclusion of Liability
a) We only supply the goods for internal use by your business, and you agree not to use the goods for any resale purposes.
b) Nothing in these Terms and Conditions of Sale limits or excludes any liability which cannot lawfully be limited or excluded, including liability for: (i) death or personal injury caused by negligence (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot lawfully be limited or excluded.
c) Subject to section 8(b) above, we exclude our liability for loss of profits and indirect or consequential loss.
d) Subject to section 8 (b) and (c) above, our total aggregate liability in connection with an order shall not exceed [100%] of the total price paid or payable by the Customer for the specific goods giving rise to the claim.
11. Termination
a) Without affecting any other right available to us, we may suspend the supply or delivery of the goods to you, or terminate the contract with immediate effect by giving written notice to you if: (i) you fail to pay an amount due under the Contract on the due date for payment and remain in default not less than [14] days after being notified in writing to make such payment; (ii) you commit a material breach of any term of the contract and (if such breach is remediable) fail to remedy that breach within a period of [30] days after being notified in writing to do so; (iii) you take or have taken against you (other than in relation to a solvent restructuring) any step or action towards your entering bankruptcy, administration, provisional liquidation or any composition or arrangement with your creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of your assets, or your entering a procedure in any jurisdiction with a similar effect to a procedure listed in this section 10(a)(iii); (iv) you suspend or cease, or threaten to suspend or cease, carrying on business; or (v) your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this contract is in jeopardy.
b) On termination: (i) all invoices issued by us shall become immediately due and payable; (ii) in respect of goods supplied but for which no invoice has yet been submitted, we may submit an invoice which shall become immediately due and payable; and (c) termination shall not affect any rights, remedies, obligations or liabilities accrued before termination.
12. Indemnification
If and to the extent in which the Customer uses own instructions for use, product descriptions or similar documentation, which deviate from the relevant documentation of Crown, and if a damage is caused as a consequence thereof, the Customer shall indemnify, defend, and hold harmless Crown (and its officers, employees, and agents) against all claims and obligations, including damage compensation, costs etc. This shall also apply to claims for the violation of third-party property rights, agreements on confidentiality or any other breach of ownership, whatsoever.
13. Use of Software / Storage and Use of Data
a) If the scope of delivery encompasses software, the Customer is granted a non-exclusive right to use the delivered software, including the respective documentation solely in connection with the goods with which it is supplied. It is provided for use on the delivered object designated for that purpose. Any use of the software on more than one system is prohibited.
You shall not copy, modify, adapt, reverse engineer, decompile or disassemble the software except to the extent expressly permitted by applicable law and only to the extent that such permission cannot lawfully be excluded. The Customer shall not remove or modify manufacturer information – particularly copyright notices – without the express prior consent of Crown. All other rights to the software and the documentation, including copies, shall remain with Crown or the software supplier, respectively. The granting of sublicenses is not permitted.
b) Certain trucks are fitted with a module that electronically collects truck and usage data (in particular hours of operation, battery charge level, status of certain parts that are subject to wear and tear, impacts etc.) and automatically transmits such data to Crown for service and maintenance purposes as well as for statistical analysis. To use these features, an additional, paid contract with Crown may be required. Dealers must inform their customers accordingly. Where applicable, details of: (i) the data collected; (ii) the purposes for which the data is used; (iii) the parties to whom the data may be disclosed; and (iv) any additional services or charges associated with such functionality will be described in the applicable product documentation, services terms and/or privacy notice. Where personal data is processed in connection with the goods or our online store, it will be processed in accordance with our privacy notice.
14. Assignment
The assignment or transfer of claims of the Customer under this contract to third parties, as a whole or in part, shall be excluded. This shall apply particularly to the transfer of warranty claims of the Customer under this contract, too.
15. Set-off / Retention
Set-off against counterclaims by the Customer shall be excluded, unless such claims are undisputed or determined without further legal recourse. The Customer does not have the right to assert any right of retention or right to deny performance vis-à-vis Crown, unless the claim is undisputed or determined without further legal recourse.
16. Final Provisions
a) If we do not insist that you perform any of your obligations under the contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
b) The contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with a contract or its subject matter or formation.
c) Each section of these Terms operates separately. If any court or relevant authority decides that any of them (or part of them) is invalid, illegal or unenforceable, it shall be deemed deleted, but the remaining sections shall remain in full force and effect
d) Any notice or communication required or permitted under the contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the relevant party at its address or email address as set out in the order confirmation (or as otherwise notified in writing from time to time). A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid first-class post or next working day delivery, at 9:00 am on the second Business Day after posting; (c) if sent by email, at the time of transmission (provided no bounce-back or delivery failure notification is received). For the purposes of this clause, “Business Day” means a day other than a Saturday, Sunday, or public holiday in England. This clause does not apply to the service of any proceedings or other documents in any legal action.
e) Unless expressly stated otherwise, no term of the contract is intended to confer a benefit on, or to be enforceable by, any person who is not a party to the contract pursuant to the Contracts (Rights of Third Parties) Act 1999.