|
1. GENERAL
Any order accepted by Spraylat
International Ltd. (hereinafter
called the Company) whether
or not it is based on or results
from any quotation or tender
given by the Company is to be
deemed to incorporate these
terms and conditions; no variation
or modification of or substitution
for these terms and conditions
(even if included in or referred
to in the document placing the
order) shall be binding on the
Company unless specifically
accepted by the Company in writing.
Written acknowledgment of an
order shall not constitute such
acceptance. No servant, agent
or representative of the Company
has any authority to waive,
vary, add to, omit or otherwise
alter these terms. In the event
of any dispute between the Company
and the Buyer these Terms and
conditions of Sale shall prevail.
2. PRICES
Unless otherwise agreed in writing
by the Company the Company reserves
the right to vary the price
quoted for the goods in order
to conform with the Company's
prices for such goods ruling
at the date of despatch or to
take account of any increase
in wages, salaries or cost of
materials, manufacturing, packaging
or other overheads between the
date of the order and the date
of delivery. When Value Added
Tax (hereinafter called VAT.)
is chargeable the price shall
also be increased.
1) By the gross amount of the
V.A.T. chargeable on the supply
of the goods and for services
by the Company.
2) By the nett cost to the Company
of any VAT, chargeable in respect
of the supply to the Company
of goods to be
incorporated in or of services
contributing to the contract.
3. PAYMENT
a) Unless remittance is required
with order or the Company otherwise
agrees, payment is due in full
by the twentieth of the month
following the month in which
the Buyer is invoiced in respect
of this contract.
b) All payments shall be in
accordance with the terms set
out herein and in the event
of non-compliance therewith
the Company reserves the right
to make an additional charge
which shall not exceed 3% above
Barclays Bank P.L.C. base rate
on any sums outstanding from
time to time and which shall
be notified to the Buyer.
c) If payment is not made in
accordance with these terms
or at any time the credit standing
of the Buyer has (in the opinion
of the Company) been impaired
the Company may refuse delivery
of any goods required under
this contract until arrangements
as to payment or credit have
been established which are satisfactory
to the Company.
d) In addition to any right
or lien to which they may be
by law entitled the Company
shall (in the event of the Buyer's
insolvency) be entitled to a
general lien on all goods of
the Buyer in the Company's possession
(although such goods or some
of them may have been paid for)
for the unpaid price of any
goods sold and delivered to
the Buyer by the Company under
the same or any other contract.
e) The intending Buyer acknowledges
that until such time as payment
as aforesaid has been made it
is in possession of goods solely
as bailee for the Company and
shall store the goods separately
from its own goods and in such
a fashion as to be readily identifiable
by the Company.
4. DELIVERY
a) Unless the Company otherwise
agrees, delivery shall be made
to the Buyer's works, noted
on the order and stated on Company's
invoice.
b) Stated delivery times are
business estimates only and
the Company shall not be liable
for any loss or damage suffered
by the Buyer by reason of any
failure to complv therewith,
nor will any such delay entitle
the Buyer to repudiate the contract.
c) The carrier and the Company
must be advised in writing (otherwise
than upon the carrier's documents)
within five days of receipt
of invoice if the products covered
by the invoice have not been
delivered, or within two days
of delivery it damage, pilferage
or shortage is revealed upon
receipt of the products. If
such advice is given the Company
will use its best endeavours
to assist the Buyer in respect
of proof of delivery of the
products to the carrier in sound
condition, In no circumstances
shall the Company be liable
for any consequential loss or
damage.
5. TITLE AND RISK
a) The goods shall be at the
Buyer's risk from the time of
delivery or, if earlier, when
they are placed at the Buyer's
disposal.
b) Notwithstanding delivery,
the goods sold hereunder remain
the absolute property of the
Company until payment of all
amounts invoiced by the Company
to the Buyer in respect of the
goods has been made.
c) In the circumstances where
the goods are delivered to an
address specified by the Buyer
the Company shall be entitled
at any time until resale of
the goods immediately after
giving notice of its intention
to do so, to enter upon such
premises with such transport
as may be necessary and repossess
any goods or products to which
it has title hereunder.
d) If any of the goods are incorporated
in or used as materials for
other goods before payment of
all that is owing to the Company
under this contract, the property
in the whole of such other goods
shall be vested in the Company
and the Buyer shall hold all
such other goods as Trustee
for the Company.
e) In the event of the Buyer
selling or otherwise disposing
of the goods or such other goods
as incorporate the goods before
he has paid all that is owing
to the Company under the contract
then the Buyer shall hold all
such money he receives as Trustee
for the Company in an account
separate and identifiable from
other monies of the Buyer until
payment in discharge of the
debt due from the Buyer to the
Company.
f) Nothing in this clause shall
confer any right on the Buyer
to return the goods sold hereunder
or to refuse or delay payment
thereof, unless otherwise agreed.
g) Until payment has been made
in full by the Buyer the Company
shall be entitled to require
the Buyer at any time to assign
to the Company all rights which
the Buyer may have against any
subsequent purchaser or transferree
of the said goods.
6. DELAY IN SUPPLY (FORCE
MAJEURE)
The Company shall not be liable
for any loss or damage caused
by delay in the performance
or non-performance of any of
its obligations hereunder where
the same is occasioned by any
cause whatsoever that is beyond
the Company's control. In such
circumstances the Company may
cancel or suspend this contract
without incurring any liability
for any loss or damage thereby
occasioned and may extend the
period of delivery or may without
any liability whatsoever suspend
or cancel (either immediately
or any time after suspension
under this condition) any or
all of its obligations then
unperformed.
7. WARRANTY
(i) The Company warrants that
the goods shall at the time
of delivery correspond to the
published specifications of
the Company when used for purposes
for which goods of that type
are ordinarily used. In the
absence of any published specifications
applicable to the goods the
Company warrants that the goods
shall at the time of delivery
be of normal industrial quality.
If any of the goods do not conform
to that warranty, the Company
will, at its option.
a) replace the goods found not
to conform to the warranty
b) bring the goods into conformity
with the published specifications
of the Company or (as the case
may be) normal industrial quality
or
c) take back goods found not
to conform to the warranty and
refund the total of the purchase
price.
The liability of the Company
under the fore-going paragraph
is conditional upon
a) the Buyer giving written
notice to the Company of the
alleged defect in the goods,
such notice to be received by
the Company within fourteen
days of the time when the buyer
discovers or ought to have discovered
the alleged defect and in any
event, within two months of
delivery of the goods.
b) The Buyer affording the Company
a reasonable opportunity to
inspect the goods.
c) The Buyer making no further
use of the goods that are alleged
to be defective after the time
at which the buyer discovers
or ought to have discovered
the alleged defect
(ii) Save as provided in the
paragraph above all conditions
and warranties, express or implied
(whether by statute, common
law or otherwise) as to the
condition, merchantability or
fitness for any purpose of the
goods are hereby expressly excluded
and the Company shall be under
no liability for any loss or
damage howsoever arising which
may be suffered by the Buyer
by reason of any defect in or
failure to perform on the part
of the goods.
iii) Information regarding weights,
measurements, powers, capacities,
performance and other data generally
relating to the Company's products
together with instructions,
recommendations and advices
relating to the same contained
in advertisements, catalogues,
price lists, illustrations,
technical specification sheets
or other similar matter submitted
to the Buyer by ~he Company
whilst given in good faith,
must be regarded only as approximate
and intended to present to the
Buyer a general guide, the accuracy
of which the Buyer must test
for himself. The Buyer shall
be deemed to rely upon his own
judgment as to the nature and
quality of the Company's products
and their suitability for his
purpose and not upon any representation
made by the Company its servants
or agents either orally or in
writing.
The liability of the Company
in respect of any misrepresentation
shall not in any event exceed
the cost of rep4acement of the
Company's product in respect
of which a claim is made. The
Company will not in any event
be liable to consequential loss,
injury or damage arising out
of any misrepresentation concerning
the Company's products.
8. RETURN OF GOODS
In no circumstances shall any
of the goods be returned to
the
Company without the Company's
prior written consent.
9. PATENTS AND DESIGNS
The Company shall not be liable
in respect of any claim which
may be made against the Company
for infringement of any letters
patent or registered design
which may arise as a result
of the Company carrying out
instructions given by the Buyer
and the Buyer agrees to indemnify
and keep indemnified the Company
from and against all or any
such claims and against all
costs, damages and expenses
incurred by or recovered against
the Company in respect of any
such claims.
10. CANCELLATION
If the Buyer shall fail to make
any payment when it becomes
due or shall enter into any
composition or arrangement with
its creditors or if being an
incorporated company it shall
have a receiver appointed or
shall pass a resolution for
winding up or a court shall
make an order to that effect,
or if not being an incorporated
company has a receiving order
made against it, or if there
shall be any breach by the Buyer
of any of the terms and conditions
hereof the Company may, without
prejudice to their other rights
and remedies, defer or cancel
any further deliveries.
11. FROST
Many adhesives are subject to
damage by frost and the Company
does not accept any responsibility
if such damage occurs on the
Buyer's premises in frosty weather.
In frosty weather the Company
will use its discretion as to
whether or not to despatch goods
unless otherwise instructed
by the Buyer in which case the
Company does not accept responsibility
for damage by frost in transit,
12. PACKAGES
All packages for which a deposit
is charged by us are returnable
to the Company and credit at
current rates will be given
if the packages are returned
(carriage paid) in good condition
within three months of the original
invoice date unless otherwise
agreed. Written advice of the
return of empty packages should
be sent to the Company on the
day of despatch. Other packages
are not returnable and the Company
cannot accept responsibility
for loss, damage or cost of
carriage in the event of return.
13. AGREEMENTS, CREDITS
AND SUPPLIES
The Company shall have the right
in its absolute discretion and
without giving any reason therefor
and notwithstanding any contract
the Buyer may have made with
a third party, to terminate
or suspend without notice any
agreement to supply goods to
any person or firm and to refuse
or limit the amount of credit
to be given to any person or
firm including the Buyer.
14. QUANTITY AND TOLERANCES
The Company reserve the right
to deliver against any order
an excess or deficiency up to
10% by weight or volume ordered.
15. INTELLECTUAL PROPERTY
RIGHTS
(i) Nothing contained in any
contract whether express or
implied shall be deemed to confer
any rights upon Buyers to apply
any trade mark ow6ed by the
Company to any goods supplied,
(ii) The Buyer warrants that
any instructions furnished or
given by the Buyer shall not
be such as will cause the Company
to infringe any patent, registered
design or copyright, trademark
or rights of confidentiality
in execution of the Buyer's
order and the Buyer will indemnify
the Company against any damages
and costs awarded for any such
infringement.
16. INTERPRETATION
Any contract to which these
conditions apply shall be construed
and take effect in all respects
in accordance with English law.
17. Nothing in these conditions
shall affect the statutory rights
of consumers.
18. The Term "Buyer"
shall include any customers
of the Company.
NOTE OF CAUTION
BUYERS ARE RECOMMENDED TO TAKE
THE USUAL PRECAUTIONS IN HANDLING
SURFACE COATINGS AND CHEMICALS
OF THIS TYPE IN RESPECT OF ADEQUATE
VENTILATION, AVOIDANCE OF EXCESSIVE
CONTACT WITH THE SKIN AND TO
OBSERVE THE LOCAL REGULATIONS
REGARDING THE USE OF HIGHLY
INFLAMMABLE MATERIALS, IF APPLICABLE
IN VIEW OF THIS THE COMPANY
CANNOT ACCEPT LIABILITY WHATSOEVER,
HOWSOEVER ARISING AS A RESULT
OF THE MIS-USE WHETHER NEGLIGENT
OR NOT OF THE COMPANY'S PRODUCTS
BY THE BUYER.
|
