TERMS AND CONDITIONS
1.1 These conditions apply to all contracts between the Seller and the Buyer referred to in the order and override all conditions stipulated by the Buyer (even if submitted in a later document); any other agreements between the parties relating to the subject matter of this order are terminated (except an agreement into which these conditions are incorporated).
1.2 No variation of these conditions is permitted unless agreed in writing by a director of the Seller.
2.1 The Sellers quotations and estimates are without commitment and an order is not binding on the Seller unless (expressly or impliedly) the Seller accepts it and any action by the Seller pursuant to the order shall be taken as the Seller's acceptance of it on these conditions.
3.1 The price to be paid for the goods or the services will be the Seller's price at the date when the goods are dispatched or the services are provided.
3.2 The Seller shall be free to increase quoted prices (whether accepted by the Buyer) to cover variation in cost to the Seller of materials, manufacture, carriage and insurance when variations in such costs arise between the date of quotation and the date of completion of the contract.
3.3 The price of the goods includes the cost of Seller's standard packaging but does not include delivery. The Seller reserves the right to post on any delivery costs resulting from the sale.
4.1 Payment for the goods or services must be made within thirty days of the date of the invoice, unless otherwise specified on the invoice.
4.2 The Seller reserves the right to charge interest on overdue sums at the rate of 4% per annum above the Base Rate for the time being of Barclays Bank pie calculated on a daily basis from the due date of payment in Clause 4.1 until the date upon which payment is made.
4.3 The Seller may at any time require the Buyer to make payment in advance of delivery or require security for payment.
4.4 If the Buyer fails to make payment by the due date or when required, the Seller may [without prejudice to any other remedy which it may have) cancel this contract and/or any other contract between the Buyer and the Seller and/or suspend delivery under this or any other contract until payment is made.
4.5 The Buyer will have no statutory or other right of set off.
5.1 Delivery dates are approximate only and the Seller shall not be responsible for any loss or damage arising from any delay in delivering all or part of any goods ordered or delay in the provision of any services.
5.2 Without prejudice to Clause 5.1, the Seller will not be liable for any delay in delivery or non-delivery of goods or services or any other breach of these conditions caused by any circumstances beyond the Seller's control including without limitation, any Act of God, explosion, fire, flood, war, hostilities, accident, delay in delivery or non delivery by the Seller's suppliers, breakdowns or accidents to machinery, labour strike or dispute, order or decree of any court or action of any governmental authority, or any other causes or any circumstances beyond the Seller's control; on the occurrence of any of the above events the Seller reserves the right to cancel or suspend the whole or part of any delivery.
5.3 Delivery and completion dates quoted by the Seller or included in the contract are given in good faith but are estimates only and without engagement.
5.4 Part deliveries (in accordance with the contract or with reasonable justification, as a departure from the contract) shall be deemed to represent separate contracts.
5.5 Without prejudice to any other right we may have, we shall be entitled to charge for abortive delivery costs should you be unavailable for or refuse or defer delivery.
6.0 Outside Work
6.1 Where the Seller undertakes work or provides labour (which the Seller may sub-contract) at the Buyers works or else where (not in the Sellers exclusive occupation) the Buyer shall indemnify the Seller against all liability (including without limitation in respect of employee of other third party claims) arising directly or indirectly from defects in or unsuitability of the works or site or apparatus or plant (other than that provided by the Seller or the Buyer part or that of the Buyers employees or any other third part [other than the Sellers employees) and howsoever arising.
7.1 Except where we specifically otherwise agree in writing, the selection and choice of our goods or services and (except as to compliance with specific technical specifications contained in our current literature) the assessment of the goods suitability and fitness for your purpose is your sole responsibility.
7.2 Any specifications, formulations, data literature and statements as to content, suitability, performance or otherwise issued and descriptions and samples given, by us in connection with our goods or services are offered in good faith but are intended to be approximate only and shall be deemed not to constitute representations.
7.3 Pursuant to our policy of continuous improvements we reserve the right without notice and without affecting the validity of the contract to make such changes in materials, dimensions and design as we think reasonable or desirable in all the circumstances having regard to your wishes.
8.0 Risk and Property
8.1 Goods supplied to the Buyer will remain the property of the Seller until full payment in cash or cleared funds has been received by the Seller for those goods and for all other goods delivered or services supplied by the Seller to the Buyer in respect of which payment is outstanding.
8.2 Until title to the goods passes to the Buyer:
8.2.1 The Buyer will hold those goods as the Seller's bailee.
8.2.2 The Buyer will protect, store and identify the goods by reasonable means so that they can be recognised as the property of the Seller.
8.2.3 The Buyer may use the goods or sell them in the ordinary course of its business.
8.2.4 If the Buyer is in breach of any of its obligations to the Seller, or the order or the contract for the supply of goods is cancelled or capable of being cancelled under Clause 8 below, and provided the goods are still in-existence and have not been resold, the Seller may
(a) by notice to the Buyer require re delivery to it of the goods; and/or
(b) with or without previous notice, retake possession of the goods and sell the goods.
For the purpose of this clause the Buyer irrevocably authorises the Seller's representatives to enter the premises on which the goods are situated and remove the goods at the Buyer's expense.
8.3 Risk in all goods supplied to the Buyer will pass to the Buyer on delivery
9.1 If the goods or any of them are damaged or lost while in the custody of a carrier, the Seller will (at its option) either replace such goods or refund to the Buyer the cost or price of them, but the Seller's liability in connection with any such goods will not exceed the cost of replacement of them or the price paid by the Buyer for them.
9.2 The Seller will not be under any liability under 8.1 above unless the following conditions are strictly complied with:
9.2.1 In the event of non-delivery of a whole consignment of goods the Buyer must inform the Seller in writing within ten days of the date of the invoice.
9.2.2 In the case of damage to goods or loss of part of a consignment, the consignment must be inspected in the presence of the carrier. If any goods are damaged or lost the consignment note must be endorsed accordingly and the Buyer must notify the Seller within forty-eight hours of delivery, such notification to be confirmed in writing within the following five days.
10.0 Liabilities and Warranties
10.1 Nothing in this clause will be deemed to exclude or restrict the Seller's liability for death or personal injury resulting from the Seller's negligence.
10.2 If any goods supplied or processed or any services supplied or provided by or on behalf of the Seller prove on inspection to be defective in material or workmanship, the Seller will [at its option) replace the same or refund to the Buyer the price of the goods or services.
10.3 The Buyer will determine the suitability of the goods for its intended use and will not rely upon any representations made by or on behalf of the Seller.
10.4 The Seller's liability under these conditions shall never exceed the cost of replacement or the price paid by the Buyer for the goods or services.
10.5 The Seller will not be liable for any consequential or indirect loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever suffered by the Buyer whether this loss or damage arises from a breach of duty, in contract or in tort or in any other way (including loss or damage arising from the Seller's negligence).
10.6 Except as set out in these conditions, all warranties and conditions, whether express or implied, statutory or otherwise are excluded to the fullest extent permissible at law.
11.1 If there is appointed a Receiver, Administrator or Administrative Receiver of the Buyer's property or assets or any part of them, or a court order is made or a resolution is passed for the winding-up of the Buyer [except for the purpose of amalgamation or reconstruction) or if the Buyer commits any act of bankruptcy, or any bankruptcy petition is presented against the Buyer [or any analogous proceedings under the law of any country outside the United Kingdom are commenced), the Seller may by notice in writing to the Buyer cancel all orders and contracts between the Seller and the Buyer or any part of them remaining unfulfilled.
12.1 All contracts between the Seller and the Buyer where the goods are shipped to or services are provided in the Republic of Ireland shall be governed and construed in accordance with the laws of the Republic of Ireland, and the Buyer agrees to submit to the jurisdiction of the Courts of Law in the Republic of Ireland in respect of them.
12.2 Except as provided above, all contracts, between the Seller and the Buyer shall be governed and construed in accordance with the Laws of England, and the Buyer agrees to submit to the jurisdiction of the Courts of law in England in respect of them.