1. General. Unless Seller agrees otherwise in writing all orders are accepted and products supplied under the following conditions
- (a) No order for Seller’s products, whether pursuant to a quotation by Seller or otherwise, is binding on Seller until acknowledged in writing by Seller.
- (b) All orders shall be deemed to be accepted by Seller at Seller’s primary place of business.
- (c) Each order shall be subject to these Conditions of Sale to which Buyer shall be deemed to assent.
- (d) No order shall be subject to other conditions or to modifications of these Conditions unless Seller agrees thereto in writing. Seller shall not be deemed to accept such other conditions nor to waive any of these conditions by failing to object to provisions contained in any purchase order or other communication from Buyer.
- (e) Quotations are open for acceptance within the period stated therein or where no period is stated within thirty days of the quotation date unless previously withdrawn by Seller and specified in writing to the contrary.
- (f) Seller will not accept cancellation of orders by Buyer except in special circumstances and by written agreement. In the event of cancellation order by Buyer, Buyer shall be liable to indemnify Seller for any loss whatsoever in respect of costs incurred and loss of profits up to the total value of the contract.
3. Product Specification. All descriptions, specifications, drawings, weights, dimensions, capacities, prices, performance ratings and other data submitted by Seller or included in catalogues, prospectuses, circulars, advertisements, illustrated matter and price lists are to be deemed approximate only except where expressly stated in writing to be exact and none of such items or any part thereof shall form part of contract.
- (a) Unless otherwise agreed in writing, price or method of fixing price shall be as specified in Seller’s acknowledgement of order or price list.
- (b) After an order has become binding on Seller any price specified in acknowledgement of order is subject to increase to reflect increases from time to time in list prices, and any increase in costs prior to delivery including without limitation currency changes outside Seller’s control, costs of materials, labour, transport and any tax, fee or charge imposed by any government or other authority
5. Representations. Each of Seller and Buyer shall be regarded as having received no representation before contract entered into except as recorded in order or acknowledgement of order.
6. Payment Terms.
- (a) Unless otherwise agreed by Seller in writing invoice amount including VAT, shall become due for payment by the Buyer based on thirty days from end of month of despatch unless otherwise advised by the seller to the buyer.
- (b) Seller reserves right at any time before proceeding or proceeding further with an order, to demand full or partial payment under contract and full or partial payment on any moneys due and payable under any other contract between Seller and Buyer.
- (c) If Buyer defaults in payment Seller may, in addition to exercising right contained in sub-clause 6(b), suspend work, delay delivery and cancel other contracts with Buyer and retain any payment on account already received under contract or other contracts with Buyer.
- (d) All amounts payable by Buyer which are overdue shall carry interest calculated at a rate of two percent compounded monthly from the date on which payment became due to the date that payment is made.
- (e) The Buyer is fully liable for all legal, professional fees and any other third party collection costs incurred in collecting debts which are overdue and are therefore fully recoverable from the Buyer together with the original payments demanded.
7. Transit. All risk of loss or damage in transit shall pass to Buyer when goods delivered by Buyer. Delivery to any person, firm or company on Buyer’s behalf shall constitute delivery to Buyer.
- (a) Products shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the price thereof and also all other amounts due from the buyer to the seller howsoever arising
- (b) Buyer may, while not in default of terms of condition 14 below, sell products notwithstanding Seller’s title subject to sub-clause 8(c).
- (c) Any sale by Buyer of products owned by Seller shall, as between Buyer and person to whom Buyer sells, be made by Buyer as principal. Proceeds of sale shall, to extent that Buyer has not paid Seller for such products, belong to Seller until such payment has been made. Until such time such proceeds shall be held by Buyer in a fiduciary capacity on behalf of Seller and shall be kept in a separate account without prejudice to Seller’s rights to trace same if Buyer fails to keep such proceeds separate as aforesaid.
- (d) Buyer will, if Seller so requires assign to Seller free of charge Buyer’s rights to unpaid resale proceeds of Seller’s products.
- (e) Pending delivery of products owned by Seller pursuant to a resale, Buyer shall store same on its property in such a way as to keep them clearly identified as being property of Seller and will take such care of them as it would take if products were Buyer’s own property.
- (f) On failure by a Buyer to pay for products to on whole or in part on due date or if before due date any events referred to in condition 14 below occurs, Seller may, without prejudice to any other rights it may have enter on Buyer’s premises during normal business hours for purposes of removing products. Buyer hereby grants licence to Seller and its successors in title to products, their respective employees and agents to enter on to Buyer’s premises for purpose of removing products.
- (a) Time is not of essence of contract or any time or date specified by Seller as time at which or date on which products will be delivered is given and intended as estimate only and Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery.
- (b) Buyer shall at the request of Seller supply Seller with details necessary to allow Seller to make delivery and accept delivery whenever Seller proffers delivery. If Buyer does not comply with foregoing it shall not be entitled to withhold any payment related to delivery and shall indemnify Seller against any consequent loss, damage or expense. Seller may cancel intended delivery and sell products to which such intended delivery related without prejudice to its right to claim damages in respect of such breach of contract or may store products in a place of its choosing at cost of Buyer.
- (c) Seller shall be entitled to postpone or cancel delivery in whole or in part when it is delayed in or prevented from making or obtaining products or making delivery by strikes, lockouts, trade dispute or labour troubles or any cause beyond Seller’s control. Seller shall not be bound to obtain replacement products for which delivery has been cancelled as a result of any of the aforesaid events.
- (a) Buyer will examine products carefully within forty eight hours of taking delivery.
- (b) Buyer will notify Seller and carrier in writing, within seven days of taking delivery:
- (i) of any damaged to products revealed by such examination and not caused since delivery taken;
- (ii) Of any error in quantity, weight or description of products delivered;
- (iii) That products were mixed with others not included in the contract.
- (c) Buyer will notify Seller in writing within seven days of date of Seller’s invoice if products subject of such invoice have not been received.
- (d) Failure to make any notification in accordance with sub-clause 10(b) or 10(c) of this condition shall constitute waiver by Buyer of all claims based on or relating to facts, which such examination should have revealed or for non-delivery.
- (e) Buyer shall not be entitled to set off against price of products any amount or claim by Buyer against Seller.
11. Returns. Without limitation to the other provision of these conditions no product will be accepted as a return for credit without Buyer first receiving confirmation in writing from Seller that it may return product.
- (a) In consideration of Buyer agreeing to sub-clauses 12(a) to 12(g) inclusive Seller undertakes to repair or replace as its option, without cost to Buyer any products which are shown by Buyer to Seller’s satisfaction to be defective as a result of defect in materials or workmanship provided. (i) defect appears during period of twelve months from date despatched or such earlier period as specified on any warranty documentation supplied specifically with such products; (ii) Buyer promptly notifies Seller in writing of such defect; (iii) Buyer returns products carriage paid at Buyer’s risk in accordance with Seller’s instructions unless Seller considers that repair at Buyer’s premises is appropriate; (iv) This understanding shall not apply where an attempt has been made other than by Seller to remove defect or where Seller is satisfied that products have been improperly used, maintained, stored or served.
- (b) Failure by Buyer to make claim on Seller’s undertaking in sub clause 12(a) shall constitute unqualified acceptance of products and waiver by Buyer of all claims relating to defect in materials and workmanship.
- (c) Buyer shall not;
- (i) be entitled to make any claim either respect of products returned in accordance with this condition or in respect of products which it is not entitled to so return, for work done thereon, transport costs, loss of profit on resale or in respect of any claim, loss, damage or expense whatsoever.
- (ii) Be entitled to treat return of products claimed to be defective as ground for repudiating contract, for canceling further deliveries, for failing to pay for products delivered, for withholding payment or making deductions on account.
- (iii) Have any claim in respect of personal injury or damage to property not the subject matter of contract of which these conditions form part.
- (d) None of provisions of sub clauses 12(a) to 12(e) inclusive is to be severable from nay other and Buyer shall not claim or be entitled to any rights to which Buyer might have been entitled were provisions of any sub clauses 12(b) to 12(e) inclusive held to be void in addition to rights and benefits of sub clause 12(a).
- (e) Any claim by Buyer followed by Seller repairing, replacing or giving credit for products concerned shall constitute Buyer’s election to rely in relation to those products on provision of sub clause 12(a) and to forego those excluded by sub clauses 12(b) to 12(e) inclusive.
13. Breach of Contract by Seller. Buyer shall not be entitled to recover from Seller damages for breach of contract of which these conditions form part exceeding purchase price of products.
14. Defaults by Buyer. If Buyer default sin or commits any breach of any of its obligations to Seller or ceases to carry on its business or a substantial part thereof, or if any distress or execution is levied on any of Buyer’s property, or if Buyer makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy, or if any resolution or petition to wind-up Buyer’s business is presented or passed or a Receiver appointed of Buyer’s undertakings, property or assets or any material part thereof, then Seller shall be entitled forthwith to terminate any contract with Buyer then subsisting and on written notice of such termination being posted by it to Buyer’s last known address any and every subsisting contact shall be deemed to have been terminated, without prejudice in any claim or right which Seller might otherwise made or exercise.
15. Governing Law. These conditions and contract of which they form part shall be governed by and construed in accordance with English law and parties hereto accept jurisdiction of English Courts.