Terms & Conditions of Sale/Service
All sales are made and all orders are accepted subject to any relevant sales contract and the following terms and conditions (“the Contract”) to the exclusion of any terms and conditions stipulated by the Buyer and any representations or warranties not expressly incorporated herein writing including any unauthorised representations concerning the goods made by any employees or agents of the Seller. The Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
(b) For deliveries outside the UK all consular charges, stamp duties, export or import duties, purchase tax or similar fiscal demands (UK or otherwise), bank charges and interest charges shall unless otherwise stated, be paid for by the Buyer.
(b) Time of payment shall be of the essence.
(c) The Seller understands and reserves the right to exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to the agreed credit terms.
(b) Risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery.
(c) In spite of delivery having been made, property in the goods shall not pass from the Seller to the Buyer until:
(i) the Buyer shall have paid the price plus VAT in full; and
(ii) no other Sums whatever shall be due from the Buyer to the Seller.
(d) Until property in the goods passes to the Buyer in accordance with clause 4(c) the Buyer shall hold the goods and each of them on a fiduciary basis as bailee for the seller.
(e) Notwithstanding that the goods (or any of them) remain the property of the Seller the Buyer may sell or use the goods in the ordinary course of the Buyers business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales of dealings.
(f) The Seller shall be entitled to recover the price (plus VAT), or any goods notwithstanding that property in those goods has not passed from the Seller.
(g) Until such time as property in the goods passes to from the Seller to the Buyer shall upon request delivery up to the seller such of the goods as have not ceased to be in existence or resold. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer, where the goods are situated and repossess the goods. On the making of such request the right of the Buyer under clause 4(e) shall cease.
(h) The Buyer shall not pledge or in any way charge by way of security for any indebtedness of any of the goods which are the property of the Seller and without prejudice to the other rights of the Seller. If the buyer does so pledge or charge any of the goods then all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
(i) The Buyer shall insure and keep insured the goods to the full price against all risk of an insurable nature to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller I the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
(b) The seller shall not be liable for any loss, direct or indirect, arising from non-delivery or delay in making delivery of the goods for any reason which is beyond the reasonable control of the seller in particular (but without prejudice to the generality of the forgoing) as a result of any default by a supplier of the Seller in making delivery of goods for any which and the Seller was proposing to appropriate to the contract or in making delivery of any such goods in a merchantable condition.
(c) Subject to the provisions of clause 12, the buyer sole remedy for non-delivery or delay in making delivery of the goods shall be expressly limited to the right to cancel the contract.
(b) Should the buyer fail to give the requisite notice he shall not be entitled to reject the goods and the Seller shall have no liability for such defect of failure and the Buyer shall be bound to pay for the goods in full.
(c) Notwithstanding that a sample of the goods has been exhibited to and inspected by the Buyer, the Buyer accepts that such sample was exhibited and inspected solely to enable it to judge for itself the quality of the bulk and not so as to constitute a sale by sample under the relevant Contract.
(d) Subject as expressly provided in these conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair contract terms of 1977), all warranties, conditions or other terms are implied by statute or common law are excluded to the fullest extent permitted by law.
(e) The Seller shall have no liability whatsoever in respect of any loss or damage whatsoever including consequential loss attributable to the failure of the Buyer or any of its employees or agents to comply in every respect with all written or oral precautions or instructions relating to the goods.
(a) all claims for infringement or alleged infringement of third parties patent or other industrial property right, and all costs and expenses incurred in connection therewith arising from the execution of the Buyer’s order in accordance with the Buyer’s requirements; and
(b) all claims for personal injury, loss or damage to property brought against the Seller by third parties arising from the use of the goods unless such injury loss or damage is solely attributable to the negligence of the Seller or the Seller’s employees or agents.
(a) In the event that either party is able to perform its obligations hereunder due to the force majeure which for the purposes hereof shall mean fires, storms, Acts of God, strikes, lock outs, wars, governmental control restrictions or prohibitions whether local or national and any other causes whatsoever beyond the control of the parties, the party unable to perform its obligations shall give notice as soon as reasonably practicable after the occurrence of such circumstances of its inability to perform and why it cannot perform. During the period that such circumstances continue neither party shall incur any liability to the other whatsoever.
(b) If such suspension continues for more than 120 days the party who receives notice of such suspension may at any time thereafter cancel any affected shipment or delivery under the Contract and shall not be liable to the other party for any damages thereby occasioned
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