| 1. |
Definitions |
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1.1 |
The item 'Buyer' shall mean the person, firm or company
so named in the Purchase Order. |
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1.2 |
The item 'Seller' shall mean the person, firm or company
to whom the Purchase Order is issued |
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1.3 |
The word 'Goods' includes all goods covered by the
Purchase Order whether raw materials, processed materials
or fabricated products. |
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1.4 |
The word 'Packages' includes bags, cases, pallets,
and other containers. |
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1.5 |
The term 'Purchase Order' shall mean Buyer's Purchase
Order issued to the Seller. |
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1.6 |
'The Contract' shall mean the contract between the
Buyer and Seller consisting of the Purchase Order, these
conditions and any other documents (or parts thereof)
specified in the Purchase Order. Should there be any
inconsistency between the documents comprising the Contract,
these conditions of sale precedence. |
| 2.Quality |
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Goods are warranted to accord with the specification
shown on the order acknowledgement, or if there is
no such specification, to be within normal limits
of quality as defined by the Seller. All other warranties
or conditions as to quality or description are excluded.
The Seller's liability for breech of this warranty
or any other claim based on any defect in the goods
shall not exceed replacement of the goods nor at Seller's
option reimbursement of the price received by the
Seller for the goods.
The Buyer shall on discovering any defects in the
goods give immediate written notice to the Seller
to enable the complaint to be investigated. This notice
must be given within one month of the receipt of the
goods. No liability shall attach to the Seller unless
this procedure is carried out. The Buyer's statutory
rights are unaffected.
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| 3. |
Delivery |
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Whilst the Seller shall do everything possible to
meet the delivery date shown on the Seller's order acknowledgement
the Seller shall not accept liability for any consequential
losses arising from late delivery. The Seller shall
have the right to cancel or delay delivery or to reduce
the quantity delivered if the Buyer is overdue for payment
on any other supplies. |
| 4. |
Payment |
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Terms of payment are strictly 30 days from date of
invoice unless agreed otherwise with the Seller. |
| 5. |
Price |
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Price charged will be that shown on the order acknowledgement
and will be subject to Value Added Tax. The Seller does
not, however, reserve the right to increase the price
on any order in the event of the Seller making a general
price increase before completion of order. Unless otherwise
stated all prices are ex works and an additional charge
for carriage will be invoiced. |
| 6. |
Notification of Partial Loss, Damage
or Non Delivery |
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Buyer must advise the Seller and the carrier (otherwise
than by qualified signature on the carrier's delivery
note) within the following time limits: - |
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Partial Loss or Damage - Within three days of delivery. |
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Non Delivery - Within 21 days of date of despatch. |
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Time shall be of the essence of this clause and no
claim will be considered unless the Buyer complies with
the above conditions. |
| 7. |
Proper Law |
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All disputes arising out of or in connection with
any contract of sale shall be governed by English law. |
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8
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Acceptance |
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No order shall be binding on the Seller until it has
been acknowledged in writing. |
| 9. |
Cancellation |
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An acknowledged order once placed on the Seller cannot
be cancelled by the Buyer or deferred or altered by
the Buyer except by mutual consent. |
| 10. |
Force Majeure |
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The Seller shall have the right to cancel or delay
delivery or to reduce the quantity delivered if the
Seller is prevented from, hindered in, delayed in manufacture,
delivering by normal route or means of delivery the
goods ordered through any circumstances beyond the Seller's
control including but not limited to strikes, lock-outs,
accidents, war, fire, power failures, machinery breakdown
or shortage or unavailability of raw materials. |
| 11. |
Insolvency and Bankruptcy |
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If the Seller becomes insolvent, bankrupt, (being
a company) makes an arrangement with its creditors or
has administrative receiver or administrator appointed
or commences to be wound up (other than for the purposes
of amalgamation or reconstruction), the Buyer may without
prejudice to any other of his rights terminate the contract
forthwith by notice to Seller or any person in whom
the contract may have become vested. |
| 12. |
Purpose |
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Any recommendation or suggestion relating to the
use of the goods made by the Seller is given in good
faith. It is for the Buyer to satisfy itself of the
suitability of the goods for its own particular purpose
and accordingly, unless otherwise expressly agreed
in writing, the Seller gives no warranty as to the
fitness of the goods for any particular purpose even
though that purpose may be specified in the Buyer's
order.
Any recommendation or suggestion relating to the
use of the goods made by the Seller is given in good
faith. It is for the Buyer to satisfy itself of the
suitability of the goods for its own particular purpose
and accordingly, unless otherwise expressly agreed
in writing, the Seller gives no warranty as to the
fitness of the goods for any particular purpose even
though that purpose may be specified in the Buyer's
order.
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| 13. |
Tools and Patterns |
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Tools and/ or patterns lodged with the Seller for
use by the Seller will be maintained and stored at the
Seller's expense for five years unless otherwise agreed
in writing. The Seller shall not be under any responsibility
to replace worn out tools or patterns and such obligation
shall be that of the Buyer. |
| 14. |
Buyer's Condition
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These conditions shall have precedence over any conditions
appearing on the Buyer's order form or other documents
emanating from the Buyer and as such the Buyer's conditions
shall have no effect unless expressly accepted in
writing by the Seller.
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| 15. |
Patents, Trademark, Registered Designs
(PTR) |
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(I) |
Patents, Trademark, Registered Designs (PTR) shall
remain the property of the Seller and the Buyer shall
not transfer or part with the PTR or allow any infringement
of any PTR and will indemnify the Seller against all
loss caused by a breech of this provision. |
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(II) |
The Buyer shall indemnify the Seller against all damages,
penalties costs and expenses to which the Seller may
become liable through any work required to be done in
accordance with the Buyer's specification involving
an infringement of a patent, trademark or registered
design. |
| 16. |
Property In Goods |
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Until full payment has been made by the Buyer in respect
of each and all contracts (where continuing) of the
price of the goods and of any other sums whatsoever
which are or may become outstanding from the Buyer to
the Seller, whether occurred due or not and whether
under any particular contract or howsoever otherwise
and including debts and liabilities arising before and
after the date of the contract. |
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(I) |
The property in the goods shall not pass to the Buyer
and the Buyer shall keep the goods as bailee for the
Seller (returning the same to the Seller upon request).
Where the Buyer sells on such goods the Buyer shall
notify the Seller and the Seller shall have first charge
in respect of the monies to be received by the Buyer
until the settlement of the Buyer's contract with the
Seller has been made in full. |
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(II) |
The Buyer shall be at liberty to sell the goods in
the ordinary course of business in the name of the Buyer
and as principal and not as agents for the Seller not
withstanding the fact that the title to the goods has
not then passed to the Buyer but the benefit of any
such contract or sale and the products of any such sale
shall belong to the Seller absolutely. |
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(III) |
The Buyer shall keep and safely store the goods separately
and in such a manner that they can be readily identified
as the property of the Seller. |
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(IV)
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In the event of the determination or repudiation of
the contract or refusal of the Buyer to settle all or
any outstanding contracts or monies due to the Seller
(however occurring) the Seller is hereby irrevocably
authorised onto the premises of the Buyer and repossess
the goods and any other goods in the Buyer's possession,
the property in which is vested in the Seller. |
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The Buyer will keep the goods free from and will indemnify
the Seller against any charge, lien or other encumbrance
thereon. |
