Terms & Conditions

Index

 

1.

Interpretation

14.

Delivery

2.

Basis of the sale

15.

Delivery by instalments

3.

Quotations and prices

16.

Export deliveries

4.

Intellectual property

17.

Delivery claims

5.

Specifications

18.

Return of goods

6.

Technical recommendations

19.

Ownership of goods and risk

7.

Samples

20.

Warranties

8.

Tools and moulds

21.

Limitation of liability

9.

Free issue components

22.

Terms of payment

10.

Extras alterations and inspections

23.

Overdue payments

11.

Cancellation of order or part order by Buyer

24.

Insolvency of the buyer

12.

Carriage and insurance

25.

Force majeure

13.

Special packing cases and containers

26.

General

 

 

 

1.         Interpretation

1.1        In these Conditions unless the context otherwise requires the following expressions shall have the following meanings:-

 

                                    "Buyer" means the person, firm, company or other body who purchases Goods from the Seller

 

            "Conditions" means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller

 

"Contract" means the Contract for the purchase and sale of the Goods

 

"Goods"            means the Goods (including any instalment of the Goods or any parts of them) which the Seller is to supply in accordance with these Conditions

 

"Seller" means A.V.A. Limited (registered in England under number 252941)

 

1.2        Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

 

1.3        Headings and titles are used for ease of reference only and do not affect the      interpretation of these Conditions.

 

2.         Basis of the sale

2.1        Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

 

2.2        No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to by the Buyer.

 

2.3        Each order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Goods subject to these Conditions.

 

2.4        No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.

 

2.5        The Buyer shall ensure that the details of its order and any applicable specification are complete and accurate.

 

2.6        These Conditions apply to all the Seller's sales and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a Director of the Seller. 

 

2.7        Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not so confirmed. Nothing in this Condition shall exclude or limit the Seller's liability for fraudulent misrepresentation. The provisions of this Condition in any event are subject to the provisions of Conditions 20,21 and 6

 

2.8        The Seller may correct any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller without any liability on the part of the Seller.

 

3.         Quotations and prices

3.1       Any quotation is given on the basis that no Contract shall come into existence until the Seller despatches an acknowledgement of order to the Buyer.

 

3.2       Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn or amended it.

 

3.3        All scheduled orders are to be taken within 12 months of acceptance of the order by the Seller. Any part of a scheduled order that is not taken by the Buyer before the expiry of such 12 month period shall be deemed to be a cancellation of that part of the order and the provisions of Condition 11.2 shall apply accordingly.

 

3.4        The price of the Goods shall be the Seller's quoted price, provided that if the Seller has given an oral quotation, the Seller reserves the right to amend the quotation following receipt of the Buyer's written order.

 

3.5        The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase of the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions).

 

3.6        The price is exclusive of any applicable value added tax which the Buyer shall pay the Seller in addition when it is due to pay for the Goods, together with any other costs which the Buyer is liable to pay the Seller under these Conditions.

 

4.         Intellectual Property

4.1       The definitions and rules of interpretation in this Condition apply to these Conditions: 

 

"Intellectual Property Rights": patents, rights to inventions, copyright and related rights, trademarks, trade names, rights in get-up, rights in designs, topography rights and any other intellectual property rights, in each case whether registered or unregistered and including any applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

 

"Invention": any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

 

 

 

 

4.2       Unless otherwise agreed by the Seller in writing all Intellectual Property Rights created or Inventions made by the Seller in the course of manufacturing the Goods or for the purpose of manufacturing the Goods shall vest in the Seller upon creation or being made.

 

4.3        The Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim brought by any third party that the use by the Seller of any drawing, design or specification provided by the Buyer infringes the Intellectual Property Rights of such third party.

 

5.         Specifications

5.1       The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance. The Seller also reserves the right to alter or withdraw the specification of any product detailed in its literature or catalogues without prior notice.

 

6.         Technical recommendations

6.1        All recommendations, suggestions and instructions relating to the use of the Goods described in the Seller's technical literature are deemed to be incorporated in this Contract.

 

6.2        The Seller shall endeavour to advise the Buyer as to the suitability for use of specific Goods but except to the extent that the provisions of Condition 20.3 have been satisfied it is for the Buyer to satisfy itself that the Goods are suitable for its own particular purpose.

 

6.3        If any recommendation given by the Seller is based on information provided by the         Buyer the Buyer warrants that the information so provided is correct and accurate.

 

6.4        By placing an order the Buyer confirms that it has checked that the specification given in the order is correct.

 

7.         Samples

7.1       If the Buyer places an order for Goods following the submission of samples by the Seller then unless advised by the Buyer to the contrary in writing it will be deemed that the Buyer has approved the Goods as being suitable for its own particular purpose.

 

8.         Tools and moulds

8.1       In the case of orders where special tools, moulds, cutters, mandrels and the like ("Tools") are required for the manufacture of the Goods then unless otherwise agreed by the Seller in writing the Buyer shall pay the Seller in addition a percentage/reasonable part cost of the manufacture or of the purchase of the Tools and the Seller shall own the Tools outright.

 

8.2        Where it is specifically requested by the Buyer and agreed by the Seller in writing tools supplied by the Buyer or manufactured by the Seller on behalf of the Buyer (the "Buyer's Tools") will only be used for the execution of orders placed by the Buyer. The Buyer's Tools will not be used in the execution of orders from other persons without the written permission of the Buyer.

 

8.3        Whilst the Seller agrees to maintain all the Buyer's Tools in its possession to ensure a reasonable working life the Seller shall not be responsible for major repairs or replacements should this become necessary and the cost or provision of any such major repairs or replacements shall be for the account of the Buyer.

 

8.4        If the Buyer's Tools have not been used for a period of two years the Seller may give at least 30 days' written notice to the Buyer that if the Buyer does not collect the Buyer's Tools by the date specified in the notice, the Seller will dispose of the Buyer's Tools. The Seller shall not be under any obligation to the Buyer to account for the sale proceeds, if any, arising from the disposal of any such tools.

 

 

9.         Free issue components

9.1        When free issue components are to be supplied by the Buyer delivery of these must be made to reach the Seller no later than 4 weeks before the estimated delivery date. If delivery is not made by such date, the Seller's quotation is no longer valid and must be confirmed or revised in writing. The Buyer shall supply a greater quantity of such components than is required to allow for spoilage.

 

9.2        The Seller reserves the right to reject all free issue components which do not conform to the specification required by the Seller. The Buyer shall replace any such rejected components as soon as practicable.

 

9.3        The estimated delivery date shall be extended by a period equal to any delay by the Seller in delivering the components by the date specified in Condition 9.1 or where components have been rejected by the Seller the period between the date on which delivery should have been made under Condition 9.1 and the date on which replacement conforming components are delivered.

 

10.        Extras, alterations and inspections

10.1      The Seller reserves the right to make an additional charge to the Buyer for any extras requested by the Buyer and not specified in the Seller's acceptance of the Buyer's order and also to make an additional charge for the expense of all tests, alterations or any other work undertaken at the Buyer's request and not specified in the Seller's acceptance of the Buyer's order.

 

11.        Cancellation of order or part order by buyer

11.1      No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

 

11.2      The Seller's quotation reflects the quantity of Goods ordered such that the unit price is lower when a larger quantity of Goods is ordered. Accordingly, without prejudice to any other right or remedy of the Seller, if the Buyer cancels or refuses to take delivery of part of an order the price of that part of the order accepted by the Buyer shall be increased to an amount equal to the price that would have been payable if the Buyer's original order had been for the number of units in the part of the order accepted by the Buyer.

 

12.        Carriage and Insurance

12.1      Unless otherwise agreed by the Seller in writing the priceof the Goods is on an ex-works basis and the Buyer shall pay the Seller in addition the cost of all carriage. Where it is agreed that Goods are to be sent carriage paid the carriage will be by the least expensive method unless the Buyer gives other instructions in which case any additional cost of carriage will be charged to the Buyer. 

 

12.2      Unless otherwise agreed by the Seller in writing the Goods will be insured by the Seller until delivery or deemed delivery to the Buyer for an amount equal to the Contract price or if less than the quantity ordered is being delivered such part of the contract price as is applicable to the quantity of Goods being delivered. The cost of such insurance shall be paid by the Seller.

 

13.        Special packing cases and containers

13.1      Where it is necessary to use special packing cases or containers, then unless otherwise agreed in writing by the Seller, these will be charged to the Buyer in addition to the price of the Goods (but full credit for such additional charge will be given to the Buyer provided the packing cases or containers are returned undamaged to the Seller before the due payment date).

 

 

14.        Delivery           

14.1      Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the delivery address specified in the Buyer's order.

 

14.2      The time or date for delivery specified by the Seller is an estimate only. The time for delivery shall not be of the essence of the Contract and may not be made of the essence by notice.

 

14.3      Subject to Condition 9.3, the estimated time stated for delivery is from the receipt of complete instructions, approval by the Buyer of drawings and/or samples and receipt of any other material to be supplied by the Buyer.

 

14.4.     The Buyer shall be responsible for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

 

14.5      Condition 21.4 shall apply to limit the Seller's liability in respect of any delay in the delivery of the Goods. A delay shall not entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

 

14.6      All Goods delivered to the Buyer shall be deemed to have been accepted by the Buyer unless written notification to the contrary is given to the Seller within 7 days from the date of delivery.

 

14.7      If the Seller fails to deliver the Goods for whatever reason other than any cause beyond the Seller's reasonable control or the Buyer's fault and the Seller is accordingly liable to the Buyer the Seller's liability shall be limited to the amount (if any) by which the cost to the Buyer (in the cheapest available market) of purchasing similar goods to replace those not delivered exceeds the price of the Goods.

 

14.8      The Seller may elect to manufacture more than the quantity ordered if required by its manufacturing processes, or to allow for spoilage, but the quantity manufactured may nevertheless not be sufficient to account for spoilage. Accordingly, if the Seller delivers to the Buyer a quantity of Goods that is more or less than the quantity ordered under the Contract, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.

 

14.9      If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller:

 

14.9.1   The risk in the Goods shall pass to the Buyer (including for any loss or damage caused by the Seller's negligence); and

 

14.9.2   The Goods shall be deemed to have been delivered; and

 

14.9.3   The Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) for storage.

 

15.        Delivery by instalments

15.1      If the Goods are to be delivered in instalments the following Conditions shall apply:-

            Failure by the Seller to deliver one or more of the said instalments by any particular time shall not entitle the Buyer to terminate or rescind the Contract;

 

15.2      The Buyer authorises the Seller to manufacture the complete quantity in bulk if the           Seller elects to do so;

 

15.3      If the Buyer refuses to accept delivery of any instalment the Seller may give notice to the Buyer requiring delivery to be accepted on a date specified by the Seller and if the Buyer fails to accept delivery on such date the Seller may maintain an action for the cost of such

           

15.3      instalment together with any other instalment which shall have been made in advance under 15.2.

 

16.        Export deliveries

16.1      In these Conditions "Incoterms" means the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce as are in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions or if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.

 

16.2      Where the Goods are supplied for export from the United Kingdom the provisions of this Clause 16 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

 

16.3      The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereof.

 

16.4      Unless otherwise agreed in writing between the Buyer and the Seller the Goods shall be delivered f.o.b. to the air or sea port of shipment and the Seller shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.

 

16.5      The Buyer shall be responsible for arranging testing and inspection of the Goods at the  Seller's premises before shipment.

 

16.6      The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.

 

17.        Delivery claims

17.1      No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless in the case of damage in transit or shortage of delivery full details of the claim are given to the carrier concerned and to the Seller in writing within 7 days of receipt of the Goods and in the case of loss of the Goods full details of the claim are given to the carrier concerned and to the Seller in writing within 7 days of the date of consignment. Where Goods are accepted from the carrier concerned without being checked the delivery book of the carrier must be signed "not examined".

 

18.        Return of goods

Goods supplied in accordance with the contract to the Buyer cannot be returned without the prior written permission of the Seller. The Seller will not accept or take responsibility for goods returned without its prior written permission. Where it is agreed and accepted by the Seller in writing that goods may be returned the goods shall be returned to the Seller at the Buyer’s expense. The Seller reserves the right to deduct an amount off the value of the goods returned to cover any inspection/handling charges.

 

19.        Ownership of goods/risk

19.1      The Goods are at the Buyer's risk from the time of delivery or deemed delivery.   

 

19.2      Notwithstanding delivery and the passing of risk in the Goods to the Buyer or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods; and the price of all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

 

19.3      Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the goods on a fiduciary basis as the Seller's bailee and shall keep the Goods (at no cost to the

 

 

19.3      Seller) separate from those of the Buyer and third parties and properly stored, protected and insured and identifiable as the Seller's property.

 

19.4      Until such time as the property in the Goods passes to the Buyer the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business provided that any such sale shall be at full market value and shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

 

19.5      The Buyer's right to possession of the Goods shall terminate immediately if the buyer becomes insolvent. See clause 24 “Insolvency of the Buyer”.

 

20.       Warranties

20.1      The Seller agrees to make good or replace free of charge any of the Goods supplied by it as is proved to be defective due to faulty material and workmanship or which fail to comply with the warranty in Condition 20.3 provided the item is returned to the Seller within a period of 12 months from delivery to the Buyer. Any new Goods supplied to replace a defective item shall be entitled to the benefit of the unexpired period of this warranty.

 

20.2      The Seller shall be under no liability in respect of any defect in or incorrect functioning of the Goods arising out of any drawing, design or specification supplied by the Buyer.

 

20.3.     The Buyer shall be responsible to the Seller for ensuring the accuracy of the details of any order (including any applicable drawing, design or specification) submitted by the Buyer. Accordingly the Seller makes no warranty that the Goods are suitable for any purpose for which they are required and any implied conditions to this effect are hereby excluded except to the extent that the following conditions have been satisfied:

 

20.3.1   The Buyer has described the use for which the Goods are required and has completed fully and accurately the Seller's technical questionnaire and has supplied the Seller with all further information and plans requested by the Seller;

 

20.3.2   The use of the Goods for the purpose required has been recommended by the Seller in  writing;

 

20.3.3   The Buyer has used the Goods for the purpose described to the Seller; and

 

20.3.4   All recommendations, suggestions and instructions given by the Seller whether orally, in correspondence or in its literature have been complied with.

 

20.4      The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions whether oral or in writing or misuse or alteration or repair of the Goods without the Seller's written approval.

 

20.5      The warranties in Conditions 20.1 and 20.3 do not extend to parts, materials or equipment not manufactured by the Seller in respect of which the Seller shall endeavour to transfer to the Buyer the benefit of any such warranty or guarantee which is given by the manufacturer to the Seller.

 

20.6      If the Seller complies with Condition 20.1 it shall have no further liability for a breach of any of the warranties in Conditions 20.1 or 20.3 in respect of such Goods.

 

20.7      The Buyer shall indemnify the Seller against any liability of the Seller to any person in      respect of any loss or damage which may be caused to such person by any     manufactured goods in which the Goods have been incorporated unless such loss or       damage was caused by a defect in the Goods and Conditions 20.3.1 to 20.3.4 have        been complied with.


 

21.        Limitation of Liability

21.1      Subject to Condition 14 and Condition 20, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

 

21.1.1   Any breach of these Conditions;

 

21.1.2   Any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

 

21.1.3   Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

 

21.2      All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

 

21.3      Nothing in these Conditions excludes or limits the liability of the Seller:

 

21.3.1   for death or personal injury caused by the Seller's negligence; or

 

21.3.2   where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977] under section 2(3), Consumer Protection Act 1987; or

 

21.3.3   for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or

 

21.3.4   for fraud or fraudulent misrepresentation.

 

21.4      Subject to Condition 21.2 and Condition 21.3:

 

21.4.1   The Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

 

21.4.2   The Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract,.

 

22.        Terms of payment

22.1      All payments unless otherwise stated in writing are strictly net cash and payable by the end of the month following the month of invoice. An invoice covering the goods despatched will be posted to the Buyer on the day of despatch or as soon as possible thereafter. The time of payment of the price shall be of the essence of the contract.

 

22.2      No payment shall be deemed to have been received until the Seller has received cleared funds in his account.

 

22.3      Receipts for payment will be issued only upon request.

 

22.4      A cash discount of 2.5% will be allowed to the Buyer on Goods and carriage charges if  payment is made within 21 days of the date of invoice provided no previous invoice is        overdue.

 

22.5      All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.

 

 

 

22.6      The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer, or the seller has agreed in writing to such deduction being made.

 

23.        Overdue payments

23.1      If any payment is in arrears then the Seller shall have the right without prejudice to any other right or remedy available to it to suspend further deliveries to the Buyer under the Contract until payment is received whether such deliveries are part of the same order or other orders.

 

23.2      Interest (both before and after any judgement) at the rate of 2% per annum above the base rate from time to time of Barclays Bank shall be payable on all unpaid amounts and overdue debts until payment in full is made (a part of a month being treated as a full month for the purpose of calculating the interest).

 

24.        Insolvency of the Buyer.

24.1      This Clause applies if the 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 (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the Court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is 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 are commenced relating to the insolvency or possible insolvency of the Buyer; or

 

24.2      the 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 obligations under the Contract or any other 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 ceases to trade; or

24.3      the Buyer ceases or threatens to cease carrying on the business; or

 

24.4      the Buyer encumbers or in any way charges any of the Goods, or

 

24.5      the Seller reasonably apprehends that any of the events mentioned above is about to      occur in relation to the Buyer and notifies the Buyer accordingly.

 

24.6      If this Condition applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered or not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

24.7      The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.

 

24.8      The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or, where the Buyer's right to possession has terminated, to recover them.

 

24.9      Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer 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.

 

24.10    On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this Contract shall remain in effect.

 

25.        Force majeure

25.1      The Seller reserves the right to defer the date or delivery of the Goods (or of any instalment) or to terminate the Contract or reduce the volume of Goods ordered by the Buyer (without liability to the Buyer) if it is prevented, frustrated or impeded from carrying on its business due to circumstances beyond its reasonable control, including without limitation, war (whether declared or not) or rebellion, any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority. strikes, lockouts, breakdown of plant or inability or delay in obtaining supplies of adequate or suitable material, provided that if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.

 

26.        General

26.1      Any notice required or permitted to be given by either party to the other under these        Conditions shall be in writing addressed to that other party at its registered office or  principal place of business or such other address as may at the relevant time have been             notified pursuant to this provision to the party giving the notice.

 

26.2      Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

 

26.3      No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

26.4      Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

 

26.5      If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part it shall to the extent of the invalidity or unenforceability be deemed severable and the validity and enforceability of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

 

26.6      The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

 

26.7      The Seller may assign the Contract or any part of it to any person, firm or company.

 

26.8      The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

 

26.9      This Agreement shall be governed by and shall be construed according to English law and the parties hereto submit and agree to the exclusive jurisdiction of the English Courts.

 

26.10    These terms and Conditions supersede all previous conditions for the sale of the Goods.

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