Orders are accepted only upon and subject to the Sellers Condi tions of Sale as printed herein. Unless expressly accepted in writing any qualification of these conditions by the Buyer in any written or printed document or otherwise shall be inapplicable. Unless previously withdrawn sellers quotation expires twenty -one days after the date thereof. No binding contract shall be created by the acceptance on the part of the Buyer of a quotation or an offer made by the Seller until notice of the acceptance of the o rder in writing shall have been given by the Seller.
Any date named by the Seller for dispatch or delivery is given and is intended and is given as an estimate only and is not to be of the essence of the contract. The Buyer shall never the less be bound up to accept the goods ordered when available. The Se ller shall not be liable in any way in respect of late dispatch or delivery however caused nor shall such lateness in dispatch or delivery be deemed to b e a breach of the contract. Where drawings specifications instructions and materials are to be supplie d the buyer shall supply the same in reasonable time to enable the Seller to dispatch within the period named.
Orders are accepted on condition that goods will be invoiced at the price ruling at the date of dispatch.
Accounts are due for payment not later than 28 days from the date on the invoice. The Seller reserves the right to charge interest at the Lloyds TSB Bank base lending rate from time to time in force plus one percent of all overdue accounts.
Whilst the Seller will endeavour to execute orders in accordance therewith all conditions guarantees or warranties including guarantees or warranties as to quality or description of the goods or there life or wear or there use under any conditions wh ether known or made known to the Seller or not and whether expressed or implied by statute or common law are hereby excluded. The Buyer assumes a ll risk and liability whatsoever resulting from the use of goods supplied whether such goods are used singly or in combination w ith other materials or substances. Whilst the utmost care is taken to ensure the accuracy of the information and data furnished to customers the sal e of goods produced by the Seller is subject to the condition that the Seller will not in any circumstances be liable for injuries losses expenses or damage direct indirect or consequential sustained by the Buyer which may in any degree be attributed to the adoption either by the Buyer or by any t hird party of technical information data or advice given by or on behalf of the Seller in relation to the use of its goods.
Should delivery of any of the goods sold be prevented or delayed by happenings or occurrences due to force ma jeure or by reason of mobilization hostilities acts or war ( whether decl ared or not ) Government action departmental instructions or act of God. In any event the Seller shall not be liable in any way for loss or damage arising directly or indirectly through or in consequence of such events or happenings.
No claim for non delivery or part of a consignment or for damage in transit spoiling shortage of delivery deviation delay or detention will be entertained unless a separate notice in writing is given to the carrier conc erned and to the Seller within three days and a complete claim in writing is made to the Seller within five days of receipt of the goods . In the cas e of non delivery of a whole consignment notice in writing must be given to the carrier concerned and to the Seller within ten days and a complete claim in writing made within a further ten days of the date of dispatch. Where goods are accepted without being checked the delivery book of the ca rrier concerned must be signed “not examined”. The goods in respect of which any such cla im is made shall be preserved in tact as delivered for a period of fourteen days from notification of the claim within which time the Seller and the carrier shall have the right to attend at the Buyers works to investigate the complaint. Any breach of this condition shall disentitle the Buyer to any allowance in respect of the claim.
Unless otherwise agreed all testing and inspection specified by the Buyer or implied by the order or cu stomary to the Sellers practice shall be at the Sellers works and shall be final.
Goods represented and proved by the buyer to be defective or not to conform to contract and returned to and accepted by the seller as such will be replaced as originally ordered if required and practicable o r will be credited but shall not form the subject of any claim for work done by the buyer transport costs consequential damages or expenses loss of profit on any claim arising through resa le or any other loss damage or expense whatsoever or howsoever incur red. Buyer shall immediately notify the seller in writing of any goods found to be defective. No claim in respect of defective goods will be valid unless notified as aforesaid and the alleged defective goods within thirty days of the date of dispatch of the goods nor will such claim be accepted as a reason for the cancellation of the remainder of the order.
The risk in the goods shall pass to the Buyer upon delivery but ownership thereof shall remain in the S eller until payment in full has been made (each order being considered as a whole) or the Buyer resells the goods as proved herein. Before payment in ful l is made the Buyer shall have power to resell the goods (as principal to sub -purchaser but as agent between Buyer and Seller) and the Seller shall be beneficially entitled to and the Buyer shall be under fiduciary duty to account to the Seller for the proceeds of resale and any claim thereto. If the Buyer not having made payment in full for the goods or uses them in the manufacture of other products ownership of other goods or products shall thereupon vest in the Seller as security for such payment and accordingly the provisions set out in the immediately precedin g sentence shall as far as appropriate apply to such other goods or products. Until such payment full the Buyer shall clearly identify the goods or the said other goods or products as being the property of the Seller. The Seller shall be entitled forthwith to recover and resell any or all of such goods or products to which the Seller has title hereunder and to enter upon the premises of the Buyer with such transport as may be necessary for that p urpose if the Buyer commits any default hereunder which expression shall without prejudice to the generality thereof include failu re to pay the Seller on the due date the appointment of a receiver of the Buyers business or the presentation of a petition to wind up the Buyer. Nothing herein shall entitle the Buyer to return the goods or refuse or delay payment for them.
The Sellers are the owners of various trade marks for their products. Buyers manufacturing other materials from any such product and wishing to refer (whether on the materials or not) to the Sellers trade mark therefore may do so on ly with the written permission of the Sellers. The Buyers will indemnify the Sellers against all damages penalties cost and expenses to which the Sellers may become liable as a result of work done in accordance with the Buyers specification which involves the infring ement of any Letters Patent or registered designs. Seller shall not be liable for Buyers infringement of any letters patent or registered designs as a result of Buyers use of Sellers goods. Statements concerning the use of Sellers goods are not recommendat ions to use the goods in any infringement of any letters patent or registered designs by the Buyer. Unless agreed in writing new intellectual property created by the seller during the course of work sha ll belong to the seller.
If the buyer shall make default in or commit any breach of any of his obligations to the Seller or if any distress or execution shall be levied upon the Buyer or if the Buyer shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against him or if the Buyer is a limited company any resolution or petition to w ind up such company's business ( other than for the purpose of amalgamation or reconstruction ) shall be passed or presented the Se ller shall have the right forthwith to determine by written notice posted to the Buyer any contract then subsisting without prejudice to any claim or r ight the Seller might otherwise make or exercise .
Should default be made by the Buyer in paying any sum due under any contract as and when it becomes due or should the Buyer be in breach in any respect of the contract entered into the Seller shall have the right with or without notice in the discretion of the Seller either to suspend all further deliveries until the default be made good or to determine any contract then subsisting so far as any further goods remain to be delivered without prejudice to any claim or right the Seller otherwise make or exercise .
The construction validity and performance of this contract shall be governed by the law of England.