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Terms and Conditions of business


Standard terms and conditions for the sale of goods
1.1 In these Conditions the following words have the following meanings:
"the Buyer" means, the person(s), firm or company who purchases the Goods from the Company;
"the Company" means, Caplock, LLC and/or Caplock Trading Company;
"Contract" means, any contract between the Company and the Buyer for the sale and purchase of Goods,;
"Delivery Point" means, the place where delivery of the Goods is to take place under condition 4;
"Goods" means, any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
"Proprietary Information" means, all and any information, documents, data and opinions disclosed by the Company or any of its Officers employees or representatives to the Buyer (or otherwise acquired by the Buyer) including without limitation commercial, financial or proprietary material, pricing information, data, know-how, formulae, processes, operating methods and procedures, results, designs, drawings, specifications, industrial and or intellectual property, computer programmes or other software and any other information relating to the technology or business or properties of the Company and whether in written, electronic, pictorial, visual or oral form; magnetic, electronic, graphic or digitised format; or disclosed pursuant to discussions with any of the affiliates, suppliers, officers, employees, agents, advisors or consultants of the Company and whether or not marked or indicated as confidential;
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
2.1 Subject to any variation under condition 2.3 these Conditions are deemed to form any contract, to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the Contract whether or not in the Contract.
2.3 These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an Officer of the Company.
2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate. In particular failure by the Buyer to nominate a Delivery Point acceptable to the Company shall mean that the Delivery Point shall be at or near to the Company's premises.
2.7 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3.1 The description of the Goods shall be as set out in the Company's quotation.
3.2 All descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at such place as notified in the Company's acknowledgement of order.
4.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.3 Subject to the other provisions of these Conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
4.4.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);
4.4.2 the Goods will be deemed to have been delivered; and
4.4.3 the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).
4.5 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods.
4.6 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity specified by the buyer in an order accepted by the Company the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.7 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of one or more instalments shall not entitle the Buyer to treat the Contract as a whole as being repudiated or to refuse to accept delivery of and make payment in full in respect of all other instalments.
5.1 The quantity of any consignment of Goods as recorded by the Company, or an agent of the Company, upon despatch from the Company's place of business or the place of business of such agent of the Company, shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 14 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
6.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
6.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and
6.3.5 hold the proceeds of the insurance referred to in condition 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
6.4.2 any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of federal statutory law contained in Title 11 of the United States Code; or the Buyer ceases to trade; or
6.5.3 the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price for the quantities ordered as set out in the Company's price list published on the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value added tax and, unless otherwise agreed in writing, all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
7.3 Where Goods are to be delivered in instalments the Company may charge a different price for Goods delivered at different times and to different Delivery Points even though such goods are covered by a single order.
7.4 Where the Company has agreed to supply Goods at a price based on minimum order quantities over a specified period (the "Bulk Order Price ") and the Buyer fails to make such minimum orders within that agreed period then all supplies of goods during that period shall be considered by the Company and the Buyer as Affected Supplies. The Company reserves the right to increase the Bulk Order Price for all Affected Supplies including those already made, to the price set out in the Company's price list published on the dates of delivery or deemed delivery and the Buyer agrees to pay such increased price for all Affected Supplies. The terms and conditions associated with such Affected Supplies shall be as if the goods had not been the subject of any Bulk Order Price including any consequential effect on the Title and Risk notwithstanding the payments already made in respect of Affected Supplies.
8.1 The Company may invoice the Buyer for the price of the Goods and all other sums due under Contract on or at time after delivery of the Goods (or such time as the Company attempts to effect delivery of the Goods if the Buyer refuses or fails to accept delivery.
8.2 Payment of the price for the Goods is due from the buyer 28 days from the date of delivery (which shall include the date the goods are deemed to have been delivered), or earlier in accordance with the terms of the contract.
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until the Company has received cleared funds.
8.5 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
8.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Company may;
8.7.1 charge the Buyer interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Bank Rhode Island, accruing on a daily basis until payment is made, whether before or after any judgment.
8.7.2 cancel the Contract and/or suspend, without notice, further deliveries under the Contract or any other contract between the parties or any related party of the Buyer, to the Buyer (which shall include a delivery directly to a customer of the Buyer) and/or any buyer that is affiliated or associated with, controlled by, or under the control of, any company or person t hat controls the Buyer
8.7.3 appropriate any payment made by the Buyer to such of the Goods (or foods supplied under any other contract between the parties) as the Company may think fit notwithstanding any purported appropriation by the Buyer.
9.1 The Company is not the manufacturer of the Goods and will transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the manufacturer.
9.2 The Company warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:
9.2.1 be of satisfactory quality within the provisions of the Uniform Commercial Code;
9.2.2 be reasonably fit for the purpose specified in any specification or brochure provided by the Company to the Buyer which is expressly incorporated into the Contract;
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:
9.3.1 the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and
9.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
9.4.1 The Buyer or any other party) makes use of the goods for any purpose other than in accordance with condition 9.2.2 above; or
9.4.2 the Buyer (or any other party) makes any further use of such Goods after giving such notice; or
9.4.3 the defect arises because the Buyer failed to follow the Company's oral or written instructions, which shall include any instruction shown by the manufacturer on the Goods, as to the storage of the Goods; or
9.4.4 the Buyer alters, which shall include any repackaging,, such Goods without the written consent of the Company.
9.5 Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option replace such Goods or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer's expense, return the Goods which are defective to the Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.
9.7 The Company does not give any other warranties, representations, undertakings, stipulations or undertakings of any nature save as expressly set out in the Contract and in particular and without limitation does not give any warranty that the goods will not infringe any intellectual property rights of any third party and all conditions warranties, stipulations and other statements whatsoever relating to such infringement or any alleged infringement are hereby excluded.
10.1 The Buyer undertakes not to sell or market any Goods supplied by the Company under any name or mark whatsoever other than the name and mark affixed to the Goods as supplied, nor in any packaging or branding other than that in which it is supplied by the Company to the Buyer without the written consent of the Company.
10.2 The Buyer undertakes not to make any claim or representation as to the use or effectiveness of the Goods except as set out in documentation supplied by the Company or as approved by the Company.
10.3 The Buyer hereby agrees and undertakes that no analysis, analytical investigation, physical examination or disassembly and reassembly of any Goods will be undertaken or permitted by them without the express prior written consent of the Company.
10.4 In consideration of the Company disclosing any Proprietary Information to the Buyer, the Buyer hereby undertakes:-
10.4.1 to use all Proprietary Information so disclosed exclusively for the purpose of evaluating it in order to enable the Buyer to exploit the Goods in the ordinary course of its business which shall not include any form of commercial exploitation of the Proprietary Information by the Buyer or the development of products, or formulae to develop products, which could be considered similar to the Goods;
10.4.2 to maintain secret and strictly confidential to itself and any all Proprietary Information that it may acquire from the Company or from any third party acting on behalf of the Company;
and it will accordingly not directly or indirectly use or disclose any of the Proprietary Information in whole or in part save for the purposes of and in accordance with this Agreement.
11.1 Subject to condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
11.1.1 any breach of these Conditions; and
11.1.2 any representation, statement, or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by the Uniform Commercial Code) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
11.4 Subject to conditions 11.2 and 11.3:
11.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be to the contract price; and
11.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12.2 The Company may assign the Contract or any part of it to any person, firm, or company.
13.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 28 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
14.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by United States law and the parties submit to the exclusive jurisdiction of the courts of the United States of America.
15.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid mail or sent by facsimile transmission:
15.2 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
15.3 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.
15.4 Communications shall be deemed to have been received:
15.4.1 if sent by pre-paid mail, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
15.4.2 if delivered by hand, on the day of delivery;
15.4.3 if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day;
15.4.4 Communications addressed to the Company shall be marked for the attention of an Officer of the Company.

Caplock, LLC
174 Georgia Avenue
Rhode Island 02905

Caplock Trading Company
6 Brookside Close
Dorset BH23 8BT

November 2016

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Caplock has offices in the USA and Europe
Caplock, LLC

174 Georgia Avenue, Providence, Rhode Island 02905, USA
'Phone: 401-490-6033

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