Terms & Conditions Of Sale
1.Unless other terms and conditions are expressly accepted by the Seller by means of a specific written amendment here to, signed by the Seller or a director or a partner of the Seller, the contract will be on the terms and conditions set out below and overleaf (“the Contract Terms”) to the exclusion of any other terms and conditions ( except those implied in favour of a seller which are not inconsistent with the Contract Terms) whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the buyer (“the Buyer”) of the goods to be supplied under the contract (“the Goods”, which expression includes any of them or any part of them) to the Seller. Any reference overleaf to the Buyer’s order, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such order, specifications or like document will have effect to the exclusion or amendment of the contract terms.
2.1. Any quotation is given on the basis that no contract will come into existence until the Seller despatches an acknowledgement of order to the Buyer.
Any quotation is valid for a period of 30 days only from its date provided that the Seller has not previously withdrawn it.
3.1The Seller will endeavour to deliver the Goods within the same time agreed and if no time is agreed within a reasonable time, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods, nor unless such delay exceeds  days will any delays entitle the Buyer to terminate or rescind the contract.
4.The Seller may make delivery by instalments. Delivery will be made ex the Seller’s works and the contract price is calculated on that basis unless quoted a delivered price
No claim for damages or shortages will be considered unless the Seller is advised in writing within  days of delivery. In the absence of such advice the Buyer will be deemed to have accepted the Goods. No claim for non-delivery will be considered unless the Seller is advised in writing within  days of the Seller’s invoice. Any claim for damage, shortages or non-delivery shall also be notified to the carriers by the Buyer in the manner and within the appropriate time limit prescribed by the carrier’s term and conditions.
5.In the event of failure by the Buyer to give the appropriate notice or notices as specified in condition 4, the Buyer’s claim will be deemed to have been waived and will be absolutely barred.
6.The Seller will endeavour to supply the exact quantity ordered but the Seller may supply up to [10%] more or less than the exact quantity ordered. A pro-rata charge or allowance at the contract price will be made to cover any variation.
7.Blanket Orders : The following provisions will apply where the Seller supplies the Goods under a blanket order received from the Buyer:-
8.If the order is a scheduled order where the maximum quantity of Goods required and the approximate dates (including the terminal date) on which the requirements will be called off are specified, the whole order will be treated a single contract upon the Contract Terms;
9.If the order is a non-scheduled order where the maximum quantity of Goods required or where the appropriate call-off dates are not specified, each call-off will be deemed to conclude a separate contract upon the contract terms;
10.If the order is a non-scheduled order where the appropriate call-off dates are not specified, the Seller may require the Buyer to accept delivery of the maximum quantity of Goods required within twelve months of the date of the contract.
Without limiting the generality of any of the other Contract Terms the Seller will not be under any liability to the Buyer if at the time of any call-off by the Buyer the Seller is unable for whatever reason to supply Goods in accordance with the Buyer’s requirements.
11.Guarantee and exclusion clauses: Where the Seller is not the manufacturer of the Goods the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer.
Any Goods replaced will belong to the Seller. Any repaired or replaced Goods will be guaranteed on these terms for the unexpired portion of the twelve month period.
Save as provided in conditions and in so far as the Seller is not entitled by law to exclude liability the Seller will be under no liability under the contract for any personal injury,
Death, loss or damage of any kind whatsoever (other than death or personal injury resulting from the Seller’s negligence) whether consequential or otherwise including but not
Limited to loss of profits and the Seller hereby excludes all conditions, warranties and stipulations express or implied, statutory, customary or otherwise which but for such
Exclusion would or might subsist in favour of the Buyer except that such exclusion will not apply to:-
12.Any implied conditions that the Seller has or will have the right to sell the Goods when the property is to pass; or
12.1 When the Buyer deals as a customer (as defined in section 12 of the unfair contract terms act 1977) ,any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose. In no circumstances will the Seller or its employees, agents or sub-contractors be liable for any loss or damage of any kind whatsoever (other than death or personal injury resulting from the Seller’s negligence) whether consequential or otherwise caused directly or indirectly by any negligence or other tortuous act or breach of statutory duty on the part of the Seller or on the part of any of its employees, agents or sub-contractors in connection with or arising out of the manufacture or supply of the goods or in connection with any statement given or made (or advice not given or made) by or on behalf of the Seller.
13. Risk: Notwithstanding any other contract term, risk in the goods shall pass to the buyer when the Goods are delivered to the Buyer or the Buyer’s agent.
14. Notwithstanding delivery and the passage of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.
14.1 Until property in the Goods has passed to the Buyer or until delivery of the Goods to a third party pursuant to the permission given below, the Buyer will hold the Goods in a fiduciary capacity, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods, Prior to the property in the Goods passing to the Buyer the Seller permits the Buyer to deliver the Goods to a third party pursuant to a bona fide and arms-length agreement to re-sell the Goods and allow the Buyer to convert or incorporate the Goods into or mix the Goods with other goods but such liberty will cease upon the termination of the contract.
14.2Where the Seller is unable to determine whether any goods are the Goods the Seller shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
15. The Seller may at any time after payment for the Goods has become due take possession of the Goods(which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller to enter upon the Buyer’s premises or other premises were the Goods may be by the Seller’s employees or agents to take possession of the Goods and (if necessary) to dismantle the Goods from anything to which they are attached.
15.1If prior to the expiry of 7 days from the date when the Seller has taken possession of the Goods the Buyer pays all sums then due or owing to the Seller together with the cost of re-taking possession of the Goods, the Seller will re-deliver the Goods to the Buyer at the Buyers expense. If within the 7 day period the Buyer fail to pay all sums then due or owing to the Seller, the Seller may resell the Goods and shall pay to the Buyer the balance of any sums received upon the re-sale of the Goods after deducting all sums due or owing from the Buyer to the Seller and the costs of taking possession of and re-selling the Goods save that if the sums so received by the Seller do not exceed all sums due or owing from the Buyer to the Seller and the costs of taking possession of the re-selling the Goods the Buyer will pay to the Seller any shortfall.
15.2The Seller will have the right to maintain an action against the Buyer for the price of the Goods for which property has not passed.
15.3Nothing in the contract will constitute the Buyer the agent of the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party rights against the Seller.
16. Price: The contract price is based on the cost of materials, the Seller’s labour, sub-contracts, transport, taxes, duties and currency exchange rates ruling at the date of the quotation. The Seller reserves the right to amend the contract price to take account of any variation in these costs or the imposition of any new taxes or duties occurring from whatsoever cause before delivery of the Goods.
16.1Unless expressly stated otherwise all prices are exclusive of VAT which shall be charged at the rate and in the manner prescribed by law from time to time.
17.Payment: Where no account has been agreed by the Seller the Goods will not be delivered until the Seller has paid the amount shown on the pro-forma invoice relating to the Goods.
17.1Where an account has been agreed the Seller may in its absolute discretion set and alter the Buyers credit limit and the Seller reserves the right not to deliver the Goods if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer’s credit limit. Where an account has been agreed and the price of the Goods together with all other indebtedness of the Buyer to the Seller does not exceed the Buyer’s credit limit the price will become payable upon delivery and payment will be made but the Buyer within 30 days of the end of the month of the Seller’s invoice, unless otherwise agreed in writing by the Buyer with the Seller.
18.The price will become payable upon delivery and payment will be made by the Buyer within30 days of the end of the month of the Seller’s invoice.
19.Interest at an annual rate of 4% above (National Westminster) Bank Plc Base Rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts from the date of invoice until payment.
20. Notwithstanding any Contract Term allowing the Buyer credit, payment shall become due and payable to the Seller immediately upon the termination of the contract.
21.Where the Buyer makes default under the contract or any other contract with the Seller in payment on the due date of any sum due to the Seller, the Seller without liability may postpone any delivery or may cancel the contract or any other contract between the Seller and the Buyer but without prejudice to any right or remedy which the Seller may have against the Buyer in respect of such default.
22.The Seller will be entitled to payment for all instalments of Goods delivered to the Buyer whether under a blanket order or otherwise.
23.The Seller shall at any time be entitled to appropriate any payment made by the Buyer in respect of any goods in settlement of such invoices or accounts in respect of such goods as the Seller may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
24.Payment must be made to the Seller in pounds sterling,( unless stated otherwise.]
25.Lien: The Seller will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Buyer a general lien an all goods (whether or not the property of the Buyer) in the possession of the Seller for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 14 days notice in writing to the Buyer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.
26.Cancellation: If the Buyer cancels, extends or delays or purports to cancel, extend or delay the contract or part thereof, or fails to take delivery of any Goods at the time agreed (if any) or if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Seller to claim damages) to indemnify and keep indemnified the Seller against any resulting loss, damage or expense incurred by the Seller in connection with the supply or non-supply of the Goods including the cost of any material, plant or tools used or intended to be used therefore and the cost of labour and other overheads including a percentage in respect of profit.
27.If the Seller is unable (whether temporarily or permanently) to produce any service or goods necessary to enable the Seller to supply the Goods or if the supply of the Goods in prevented or hindered by reason of any cause beyond the Seller’s reasonable control which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include governmental action, war, riot, civil commotion, fire, epidemic, labour disputes including labour disputes involving the work force or any part thereof of the Seller, restraints or delays affecting shipping or carriers, currency restrictions and Act of God, the Seller may cancel the contract by notice in writing to the Buyer so far as it relates to Goods not then supplied or work not then done and such cancellation shall not give rise to any claims by the Buyer provided that the Buyer shall remain liable to pay Goods delivered prior to the date of such cancellations.
28.If the Buyer fails to take delivery of Goods when they are ready for delivery the Seller may, at its option, either store them itself or have them stored by third parties on such terms as the Seller may in its absolute discretion think fit. In any event the cost of storage will be bourn by the Buyer and insofar as the storage is done by the Seller then such cost will be the Seller’s storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price of the Goods.
29.Specification or Design: Where the Goods are manufactured in accordance with information or drawings supplied by the Buyer or to the Buyer’s design or specification or where standard goods of the Seller are altered in accordance with the Buyer’s instructions:- i. no guarantee or warranty is given by the Seller as to the practically, efficiently, safety or otherwise of the Goods (this being without prejudice to any other of the Contract Terms); ii.The Buyer will indemnify and keep the Seller indemnified against all liability incurred by the Seller as a result of; 1.. such goods infringing any intellectual property fight including without prejudice to the generality of the foregoing patents, registered designs and copyright or the provision of any statute, statutory instrument or regulation. 2. any impracticability, inefficiency or lack of safety or other defect in the Goods where such defect is due (whether in whole or in part) to faults or omissions in such information, drawings, design, specification or instructions.
30.No variation in the specification or design of any Goods which in the reasonable opinion of the Seller does not affect the suitability of the Goods for the purpose for which they are supplied by the Seller will constitute a breach of contract or impose upon the Seller any liability whatsoever. The Seller will be under no liability whatsoever to the Buyer in respect of any loss, damage or claim incurred by or made against the Buyer should any goods supplied by the Seller infringe any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright of the provision a any statute, statutory instrument or regulation.
Unless otherwise agreed in writing all patterns, drawings, tools, prototypes and design work or other similar items produced or other property (whether intellectual property or not) owned or created by the Seller and intellectual property of any nature therein will remain the property of the Seller and must not be used or copied by the Buyer. Where it is agreed that ownership in any date, patterns, drawings, tools or other similar items is to pass to the Buyer property shall only pass when such items have been paid for by the Buyer in full.
31.Promotional material: No drawings, descriptive matter, weight, dimensions or shipping specifications issued by the Seller or the manufacturer or the Goods, nor the description and illustration contained in the Seller’s or manufacturer’s catalogues, price lists or other promotional material will form part of the contract nor be regarded as a warranty or representation relating to the Goods.
32.Right of re-sale: If the Buyer defaults in accepting delivery of or paying for the Goods, the Seller reserves the right to re-sell the Goods or any of them to a third party without giving notice to the Buyer of the Seller’s intention to re-sell.
33.Set-off: The Buyer will have no right to set-off, statutory or otherwise.
34.Termination: The contract will terminate immediately upon the happening of any one or more of the following, namely, that the Buyer has had a bankruptcy order against him or has made an arraignment or composition with the creditors or otherwise taken the benefit of ant Act for the time being in force for the relief of insolvent debtors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.
35.The contract will terminate immediately upon service of written notice of termination by the seller on the Buyer on the happening of any one or more of the following, namely, that the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it or has failed to observe or perform any of its obligations or duties under the contract or any contract between the Seller and the Buyer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer has ceased to trade.
36.The Seller’s rights contained in the Conditions headed “Property in the Goods” (but not the Buyer’s rights) shall continue beyond the discharge of the parties’ primary obligations under the contract consequent upon its termination.
37.The termination of the contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination.
38.Export: Where the Goods are to be exported to the Buyer:-
39.The Uniform Laws on International Sales Act 1967 shall not apply to the contract.
40.Payment will be made in Pounds Sterling in England. The Buyer will establish and maintain in favour of the Seller an irrevocable letter of credit in England confirmed by a UK clearing bank payable on drafts drawn at sight upon presentation to the bank by the Seller of certified copy of the Seller’s invoice. Such letter of credit shall be established at least 30 days prior to anticipated shipment date and shall cover the full price of the Goods (including applicable taxes) and such letter of credit shall be transferable. All bank charges and other expenses in relation to the letter of credit shall be paid by the Buyer.
41.The Goods will be sold FOB or CIF at the option of the Seller and the Seller will be under no obligation to give the Buyer notice as specified in Section 32(3) of the sale of goods act 1979.
42.General: The Seller will be entitled to assign, sub-contract or sub-let the contract or any part thereof. Failure by the Seller to enforce any of the Contract Terms will not be construed as a waiver of any of the Seller’s right hereunder.
43.In relation to all obligations of the Buyer under the contract, the time of performance is of the essence. The legal construction of these Contract Terms shall not be effected by their headings which are for convenience of reference only.
44.If any term or condition or part of any tern or condition in these Contract Terms shall in whole or in part be held to any extent to be illegal, invalid or unenforceable under any enactment or rule of law or otherwise, that term or condition or part shall to that extent be deemed not to form part of these Contract Terms and the enforceability and validity of the remainder of these Contract Terms shall not thereby be affected.
45.English Law: The formation, interpretation and operation of the contract will be subject to English Law and the Buyer submits himself to the non-exclusive jurisdiction of the English Courts.
46.Intellectual property. The specifications and designs of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to the order of the Buyer then e Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
47.Clauses relating to the supply of goods which bear the trade mark of the seller:
All goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods.
No right or licence is granted under this contract of sale to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.
Seller's clause for payment of liquidated damages: In the event that the Buyer declines to accept the Goods in breach of this contract the Buyer shall pay to the Seller as and by way of agreed liquidated damages an amount equal to the price of the Goods less the net proceeds received by the Seller on reselling the Goods after deducting the costs and expenses of resale