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Interpretation
Buyer means the person, firm or company who purchases the Products from Seller.
Seller means the company issuing the invoice in respect of the Products.
Conditions mean these Conditions of Sale.
Contract means any contract between Seller and Buyer for the sale and purchase of the Products, incorporating these Conditions.
Products means any products agreed in the Contract to be supplied to Buyer by the Seller company (including any part or parts of them).
Order means each individual purchase order or independent order subject to separate fulfilment whether delivered in one or several instalments
1. Basis of the sale
1.1 Subject to any variation under Article 1.3 the Contract between Seller and buyer shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which Buyer purports to apply under any purchase order, confirmation of order, specification or any other document).
1.2 No terms or conditions endorsed on, delivered with or contained in Buyer’s purchase order, confirmation of order, or specification or other document shall form part of the Con- tract simply as a result of such document being referred to in the Contract.
1.3 These conditions apply to all sales made by Seller and any variation to these Conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by Seller. Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Seller which is not set out in Contract. Nothing in these Conditions shall exclude or limit Seller’s liability for fraudulent misrepresentation.
1.4 Each order or acceptance of a quotation for Products by Buyer from Seller shall be deemed to be an offer by Buyer to buy Products subject to these Conditions.
1.5 No order placed by Buyer shall be deemed to be accepted by Seller until a written acknowledgement of order is issued by Seller or (if earlier) Seller delivers the Products toBuyer.
1.6 Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
1.7 Any quotation is given on the basis that no Contract shall come into existence until Seller despatched an acknowledgement of order to Buyer. Any quotation is valid for a periodof 30 days only from its date, provided that Seller has not previously withdrawn it.
2. Orders and Specifications
2.1 The quantity and description of the Products shall be as set out in Seller’s quotation or its written acknowledgement of Buyer’s order.
2.2 All samples, drawings, descriptive matter, specifications and advertising issued by Seller and any descriptions or illustrations contained in Sellers catalogues or brochures areissued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sam-ple.
2.3 Seller reserves the right to make any changes in the specification of the Products which are required to comply with any applicable safety or other statutory requirements or,where the Products are to be supplied to Seller’s specification, which do not materially affect their quality or performance.
3. Cancellation and Cancellation Fee
3.1 Orders that have been accepted by Seller can not be cancelled by Buyer prior to delivery. However, accepted orders for standard products and colours may be cancelled by written agreement with Seller upon the condition that that Buyer indemnifies Seller by paying a cancellation fee to Seller of 10-ten-percent of the gross sales value of the can- celled part of the order.
3.2 If Buyer has to accept a cancellation of an order from its own customer, Buyer may prior to delivery proportionally cancel its order(s) for standard products and colours related to that particular customer upon paying a cancellation fee to the seller of 5-five- percent of the gross sales value of the cancelled order(s).
3.3 Nothing in this Article 3.1 and 3.2 is intended to be a penalty payment and any sums set out are genuine pre-estimates of loss that would be suffered by Seller in the event of cancellation of the Contract.
4. Returns
4.1 All sales are final and no refund or credit will be offered for Products returned after shipment or dispatch from Seller unless Seller has agreed in writing prior to return and the returns arrive promptly and in good re-sellable condition in Sellers opinion. Prices subject to refund or credit shall be fixed by Seller. Freight and handling fees to be covered by Buyer.
5. Price of the Products
5.1 The price of the Products shall be Seller’s quoted price or the price agreed upon in writing between Seller and the Buyer.
5.2 Products ordered in addition to the Products specified in the Contract are subject to Seller’s regular prices.
5.3 Prices are exclusive of value added tax an all other duties, fees or taxes.
6. Terms of Payment
6.1 Unless otherwise agreed in writing, Buyer shall pay the price of the Products, including any applicable value added tax within 30 days of month end of invoice date.
6.2 Unless otherwise agreed in writing, payment for the Products shall be made in £ sterling.
6.3 If Buyer fails to make any payment, in full or in part, on the due date, then, without prejudice to any other right or remedy available to Seller, including those set out in Article 8below, Seller shall be entitles to charge the Buyer interest on overdue payments, at the rate of 4-four-percent above the average bank short-term lending rate or such lesser rate permissible by relevant mandatory law until payment is made in full.
7. Delivery, delay and failure
7.1 Unless agreed otherwise, deliveries are made to Buyer‘s warehouse or depot. The Products are delivered in Sellers standard packaging, including transport packaging as Seller finds necessary.
7.2 Where an Order is to be delivered in instalments, each instalment shall constitute a separate Contract delivery with regard to this Article 7.2 and Article 7.3. Failure by Seller to deliver any instalment in accordance with these Conditions, or any claim by Buyer in respect of any part deliveries shall not affect any other delivery.
7.3 Buyer is only entitled to cancel the Order or an instalment if delivery is delayed by more than 30-thirty-calendar days from agreed date of delivery. Buyer is only entitled to claim compensation for delay if it is caused by an error or by negligence on behalf of Seller or someone for whom he is responsible, and the Order or instalment is cancelled as a result of the delay. Compensation can only be claimed for documented loss as a result of the delay, and limited to the lesser of 15-fifteen-percent of the total Order price or the price related to the delayed instalment.
8. Retention of title
8.1 The Products are at the risk of the Buyer from the time of delivery according to agreed terms. However, ownership of the products shall not pass to buyer until Seller has re- ceived in full all sums due to him in respect of: (i) the Products; and (ii) all other sums which are or which become due to Seller from Buyer on any account.
8.2 Until ownership of the Products has passed to Buyer, Buyer shall: (i) hold the Products on a fiduciary basis as Seller’s bailee; (ii) store the Products (at no cost to Seller) sepa- rately from all other goods of Buyer or any third party in such a way that they remain readily identifiable as Seller’s property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and (iv) maintain the Products in satisfactory condition and keep them insured on Seller’s behalf for their full price against all risks.
8.3 Buyer’s right to possession of the Products shall terminate Immediately if (i) Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether vol- untary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or ad- ministrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of Buyer or notice of intention to appoint an administrator is given by Buyer or its directors or by a qualifying floating charge holder or a resolution is passed or a petition presented to any court for the winding-up of Buyer or for the granting of an administration order in respect of Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of Buyer; or (ii) Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obli- gations under the Contract or any other contract between Seller and Buyer, or is unable to pay its debts or Buyer ceases to trade; or (iii) Buyer encumbers, pledges or in any other way charges any of the Products.
8.4 Seller shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Seller.
8.5 Buyer grants Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where Buyer’s right to possession has terminated, to recover them.