- “The Quotation” means the sellers written quotation sent to the Buyer and constituting the Sellers offer to contract. The quotation is only valid if signed by an authorized signatory on behalf of the Seller.
- “Authorized Signatory” means any one of the persons mentioned on the Sellers current list of Authorized Signatories delivered to the buyer.
- “The Seller” mean Pre-Treatment Solutions Ltd, or subsidiary company therefor as shall be names in the Quotation as the supplier of Goods.
- “The Buyer” mean the person, who had ordered the Goods and to whom the Seller has sold or agreed to sell the Goods.
- “The Goods” means the particular goods which the Buyer has bought or agreed to buy under any one Contract with theSeller.
- “The Conditions” means these printed conditions which are the Sellers standard trading conditions and the onlyconditions on which the seller does business.
- “The Price” means the price for the Goods stated in the Quotation plus, where appropriate, all increases, costs andcharges for work done and materials supplied of which the Seller shall be entitled to require payment by the Buyer under the contract.
2. INCORPORATION OF THESE CONDITIONS IN THE CONTRACT
The contract and all future contracts between the Seller and the Buyer shall incorporate the Conditions (or, in case of future contract, any replacement or variation therefor which shall have been notified to the Buyer before the conclusion of such contract) which shall override any other terms referred to by the Buyer in his order or otherwise. The Conditions are the only conditions upon which the Seller sells the Goods and embody the entire agreement between the Buyer and the Seller.
3. THE PRICE
The Seller shall not be bound by the price stated on any price list which it may have supplied to the Buyer. Subject to increases as hereinafter provided, the price for the Goods by the Buyer shall be the price stated on the Quotation, or, if no price has been so stated, the Seller’s prevailing price at the date of dispatch for goods of the description sold. Where between the date of the Quotation and the date of dispatch of all Goods there have been increases in the cost of raw materials, labour, transport, freight, insurance, or any other element of the cost to Seller of producing or supplying the Goods, the Seller may increase the price stated on the Quotation to take account of the said additional costs and the Buyer shall be contractually bound to pay the increased price.
Delivery of the Goods to the Buyer shall be deemed to have taken place either (where the Seller’s own transport or a carrier engaged by the Seller is used) when the Goods are unloaded at the Buyer’s Premises or any premises to which the Buyer has requested the Goods should be delivered to (where the Goods are transported by the Buyer or a carrier engaged by the Buyer) when the Goods are collected from the Seller.
5. PASSING OF RISK & OWNERSHIP IN THE GOODS, RESALE OF THE GOODS AND USE OF THE GOODS BY THE BUYER BEFORE PAYMENT OF THE PRICE IN FULL.
TITLE TO PROCEEDS OF SALE OF THE GOODS.
- Risk in the Goods shall pass to the Buyer on delivery, but property in the Goods shall not pass to the Buyer until payment in full of the price of the Goods and the price of any other goods which the seller may have delivered to the Buyer under the contract.
- At all times before property in the Goods has passed to the Buyer.
- (a) The seller shall remain absolute legal and beneficial owner of the Goods and the Buyer shall hold the same as bailee forthe Seller.
- (b) If the Buyer shall;
- (i) Fail to pay the price, or the price due to the Seller under any other contract, in full by the due date; and/or
- (ii) Otherwise be in breach of the contract and/or
- (iii) Enter into any arrangement or composition with creditors, or suffer a receiver to be appointed by a creditor,or being a corporation be wound up or being an individual commit an act of bankruptcy; and or/
- (iv) Suffer any distrait or execution to be levied on his or its goods; and/or
- (v) Cease or threaten to cease to trade normally or to pay his or its debts promptly as they fall due;
The Seller may without prejudice to its other remedies take possession of the Goods or any part thereof and if necessary enter onto the Buyer’s premises to remove the same;
- (c) If none of the events listed in subparagraph (b) herein shall have accrued the Buyer may in the usual course of business mix the Goods with other goods for manufacturing purposes or (as Bailee for the seller) sell the Goods (which shall include supplying them under a contract for work and materials) at their full market value, but any use or disposal of the Goods not hereby expressly permitted shall be an unlawful conversion of the Goods;
- (d) Unless and until the Buyer mixes or sells the Goods as permitted by subparagraph (c) herein the Buyer shall store the Goods (or the unmixed and unsold part thereof) so that the same are readily identifiable and separate from the other goods not the Seller’s, and shall comply with any further directions the Seller may give as to storage and identification;
- (e) The Seller shall be entitled on demand to inspect and copy the Buyer’s account books and documents relating to the Buyer’s dealings with the Seller, the Goods and the proceeds of sale of the Goods;
- (f) The Buyer shall maintain adequate insurance of the Goods against loss or damage however caused and shall on demand produce the policy to the Seller;
- (g) The proceeds of any sales of the Goods, any movies received in respect of the Goods under contracts for work and materials, and any insurance monies received in respect of loss or damage to the Goods, shall belong to the Seller and shall be held by the Buyer as trustee for the Seller in a separate designated bank account;
- (h) The Seller shall have the right to trace any such monies as are referred to in subparagraph (g) herein into any accounts or find whether they are mixed with other monies or not.
- Nothing in this condition shall give the Buyer the right to return the Goods or be released from any obligation owed to the Seller under the contract.
6. TERMINATION OF THE CONTRACT BY THE SELLER
On the occurrence of any of the events described in subparagraph (2) (b) of condition 6 herein the Seller may without prejudice to its other rights forthwith and without prior notice to the Buyer terminate the contract and upon such termination:
- The Seller’s obligations to the Buyer under the contract shall cease; and
- The Seller shall have all the rights and remedies of a seller of the goods who has rescinded the contract following a wrongfulrepudiation by the Buyer,
- Without prejudice to the foregoing the Seller may take possession of the Goods or any part thereof and if necessary enter ontothe Buyer’s premises in order to remove the same.
7. TIME OF DELIVERY
Any delivery date quoted by the Seller is good faith and the Seller will use its best endeavors to comply with it, but the time of delivery of Goods shall not be of the essence of the contract and if having used its best endeavors the Seller fails to deliver on the quoted date the Seller shall incur no liability to the Buyer for any loss or damage whatsoever arising howsoever from the delay in delivery.
8. TERMS OF PAYMENT
All prices are strictly nett cash and (subject to any special arrangement between the Seller and the Buyer whereby extended credit terms are granted or payment is required on or in advance of delivery) the Price (or any part thereof which may be referred to in the relevant invoice) shall be payable within 30 days of the date of the Seller’s invoice to the Buyer.
In the event that the Buyer shall fail to pay the Price or any part thereof by the due date, then, without prejudice to the Buyer’s other remedies arising under the general law and the Conditions, interest shall be payable by the Buyer on the amount outstanding at the rate of one and a half percent per month from the date when payment became due to the date of actual payment. If the Seller shall sue the Buyer the judgment interest shall continue to be payable after judgement on the outstanding debt at the same rate as before judgement and the debt shall for this purpose be deemed not to have merged in judgement.
10. SAFETY INSTRUCTIONS
The Buyer shall be presumed to be aware of any inherent risks or dangers associated with the Goods or their use and of all necessary precautions and procedures for the safe handling and storage of the Goods. The Seller will, if expressly requested by the Buyer, use its best endeavors to inform and instruct the Buyer as to any safety precautions and procedures, but the onus shall be on the Buyer to ask for such advice from the Seller if it is required. The Buyer undertakes to comply with, and to instruct his servants, agents and sub-purchasers to comply with, any instructions for the safe handling of the Goods, or safety precautions with regard to the Goods, which are in fact notified by the Seller to the Buyer.
11. COSTS OF CLAIMS BY THE SELLER
In the event that the Buyer shall fail to pay the Price to the Seller in full within the time stipulated in Condition 8, and the Seller shall instruct its solicitor to take steps to recover payment from the Buyer, the Buyer shall pay on an indemnity basis the Seller’s legal costs thereby incurred, whether or not the Seller shall have bought legal proceedings, such costs to be paid by the Buyer to the Seller within 30 days of the delivery to the Buyer of the Seller’s solicitor’s bill for the said costs or (whichever is the later) within 30 days of the completion of any taxation of the said bill which the Buyer may demand and be legally entitled to demand.
Where the goods are found to be defective, the seller shall replace the gods free of charge within the manufactures warranty period if acceptable from the date of delivery, subject to the following conditions:
- 12.1.1 The Buyer notifying the Seller in writing immediately upon the defect becoming apparent.
- 12.1.2 The defect being due to faulty design materials or workmanship.
- 12.1.3 Any goods to be repaired replaced shall be returned to the Seller at the Buyers expense, if so requested by the Seller.
- 12.1.4 Where goods have been manufactured and supplied to the seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no remedy against the Seller.
- 12.1.5 The seller shall be entitled in its absolute discretion to refund the price of the defective goods in the event that the price has already been paid.
- 12.1.6 The remedies contained in this clause are without prejudice and subject to the other conditions herin, including, but without limitation, to the conditions 13 below
In the event the Buyer uses the supplied products of the Seller all responsibility will be with the Buyer to ensure the supplied products meets the requirements & needs of the Buyer.
- 13.1.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller on its behalf prior the the making of this contract where such representations were made or given in relation to :-
- 13.1.2 The correspondence of the Goods with any description or sample
- 13.1.3 The quality of the goods
- 13.1.4 The fitness of the goods for any purpose whatsoever
- 13.1.5 For avoidance of doubt the Seller will not accept any claim for consequential or financial loss of any kind howevercaused
- 14.1 Where any court or arbitrator determines that any part of Clause 13 above is for whatever reason, unenforceable, theSeller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price of goods supplied. 14.2 Nothing contained in these conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Sellers negligence or that of its employees or agents
15. INTELLECTUAL PROPERTY RIGHTS
- 15.1.1 Where any goods are supplied by the Seller, include or contain computer program(s) and or related documentation andcopyright in which is owned by a third party, all rights and liabilities associated with the use and or reproduction thereof will be subject the the terms of the applicable end user license, to the exclusion of all liabilities and obligations on the art of the Seller.
- 15.1.2 The Buyer will indemnify the Seller against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyers specific requirements regarding the design or specification for the goods arising from the use of the goods in combination with other products.
- 15.1.3 In the event that all of the goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the will at its own expense and option either procure for the Buyer the right to continue using the goods so that they become a non – infringing product, or may elect to retake possession of the gods and refund the price. Subject to the a foregoing , the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the goods.
- 15.1.4 All Intellectual property rights produced from or arising as a result of the performance of any contract shall , so far as not already vested become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or making of agreements with third parties.
- 15.1.5 All orders are processed in accordance with our own in house quality system with elements of applicable ISO quality systems applicable however the goods may not have been procured from a quality assured source and will be identified with a mark * against the relevant items
- 16.1.1 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock out, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, the Seller may without liability on its part, terminate the contract or any part of the Buyer & Seller the terms are in accordance in English law.
17. RELATIONSHIP OF PARTIES
- 17.1.1 Nothing contained in these conditions shall be construed as establishing or implying any partnership or joint venture between the Buyer & Seller either of the parties as the agent of the other.