CONDITIONS OF SALE
(A) Every offer quotation acceptance and contract for the sale or supply of goods by the Company is subject to these terms to the exclusion of any terms proposed or referred to by Buyer. All orders hereafter made by Buyer shall be deemed to be made subject to these terms.
(B) A contract (“the Contract”) for the sale of Seller’s goods (“the Goods”) shall be concluded on delivery by Seller to Buyer in accordance with these conditions.
(C) Buyer acknowledges that there are no representations outside these terms which have induced it to enter into the contract (which expression shall include any contract of which these terms form part).
(D) No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by Seller of any of Buyer’s documentation shall not constitute a modification shall not constitute a modification of these terms.
THE GOODS
(A) All descriptions and illustrations contained in Seller’s catalogues, price lists and advertisements, or otherwise communicated to Buyer are intended to present a general idea of the Goods described therein and shall not form any part of this contract.
(B) If a sample of the Goods has been exhibited to and inspected by Buyer it is hereby agreed that such sample was so exhibited and inspected solely to enable Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample Buyer shall take the Goods at its own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose.
THE PRICE
Seller reserves the right to increase the price of the Goods before delivery to that ruling at the date of despatch.
CANCELLATION
(A) Buyer may cancel any order by delivering a notice of cancellation to Seller before the Goods are dispatched. Buyer must ensure that the notice of cancellation is received by Seller at those business premises of Seller to which the original order was sent. Such notice shall only be valid for the purposes of this sub-clause (a) if it refers to the original order number, the date of that order and the quantity and description of goods which were thereby ordered.
(B) Where such a notice is received by Seller after the date of the despatch of the Goods the notice shall not have effect to cancel the order unless Seller agrees in writing that the order shall be cancelled. Such written agreement by Seller shall be conditional on the Goods being returned to Seller in exactly the same state (including nature of packaging) as they were on despatch from Seller’s premises and on Buyer’s indemnifying Seller against all reasonable costs of whatever nature (including administration and transportation costs but excluding any loss of profit) in relation to that order.
PAYMENT
(A) Buyer will be invoiced by Seller in respect of the Goods, and the sums shown on an invoice will be due by the end of the calendar month following the month of despatch ‘the due date’ unless otherwise agreed in writing.
(B) Where the Goods are to be supplied or payment therefore is to be made by investments, the failure of Buyer to pay any instalment in due time shall entitle the Seller to treat such failure as a repudiation of the whole contract by Buyer and to recover damages for such breach of contract.
(C) If payment is not made by the due date specified in 5(A) above, the Seller shall have the right to charge interest at the rate of 2% per month from the due date for payment to the date of final settlement as well after as before any judgement.
DELIVERY
(A) Any delivery dates given are estimates only and the time of delivery shall not be of the essence of the contract. In no circumstances shall Seller be liable to compensate Buyer in damages or otherwise non-delivery or late delivery of the Goods of any of them for whatever reason or for any loss, consequential or otherwise arising therefrom.
(B) In the case of non-delivery of the Goods, Buyer shall inform Seller by written notice in accordance with 4(A) within fourteen days of the date of the invoice.
(C) If Seller is unable to deliver due to acts or omissions of third parties or by reason of industrial dispute, the time for delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased.
(D) Should Seller be prevented from delivering part of the Goods for reasons covered by the preceding sub-clause, Seller shall deliver and Buyer shall take and pay for such part of the Goods as Seller shall be able to deliver in accordance with the contract.
(E) Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.
(F) If delivery of any item comprised in the Goods has not been made within 12 months of the estimated delivery date, Buyer shall be entitled to cancel its order in respect of that item, but Seller shall not in no circumstances be liable to compensate Buyer in damages or otherwise for late delivery or non-delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.
(G) Seller shall not be liable for any loss of any kind to Buyer arising from any damage to the Goods however caused arising after the risk has passed to Buyer nor shall any liability of Buyer to Seller be diminished or extinguished by reason of such loss.
(H) Seller may at its option cancel or suspend (or suspend and later cancel) all further deliveries under the contract if Buyer fails to make any payment due hereunder or under any other contract between Seller and Buyer, or if Buyer, being an individual, shall die or become bankrupt, or being a company shall enter into liquidation or have a receiver appointed of its undertaking property or assets or any part thereof, or shall enter or offer to enter into any agreement or compulsion with his or its creditors, or if events similar to the foregoing shall occur under the laws of any jurisdiction in which Buyer is incorporated, resident or carries on business. |
