All goods are quoted for and supplied by the Seller and accepted by the Buyer on these terms and conditions. Nothing contained in any order from the Buyer or elsewhere shall supplement, qualify, override or modify these terms and conditions and the seller shall not be deemed to accept any other terms of the buyer or any such modifications by failing to object to provisions contained in any order or other communication from the buyer. In the event of a conflict between any terms and conditions set out in any order by the buyer and these terms and conditions, these terms and conditions shall prevail unless otherwise agreed in writing by the Director of the Seller.
The seller’s catalogues, price lists, advertising literature, drawings, specifications and any documents submitted with any quotation are intended only to give a general description of the goods and contents thereof may not be relied on by the Buyer as a representation or warranty nor shall they otherwise constitute or form any part of the contract.
The price payable by the buyer will be that specified by the Seller in its invoice.
The price is exclusive (unless otherwise expressly stated) of Value Added Tax, but inclusive (unless otherwise expressly stated) of customs duties and levies and delivery and transportation costs to the sellers premises. Where information is subsequently submitted by the Buyer which involves material alterations to the quantity, specification or method of manufacture of the goods, the Seller may amend the price to cover any additional costs arising from such alteration.
Credit terms are agreed the buyer shall pay the price on receipt of invoice.
The Buyer shall not be entitled to set off any same sums payable hereunder against any claims which the Buyer may have against the Seller under this contract or otherwise howsoever.
The seller will endeavour to supply goods that comply with any expressly agreed specifications and description and with any sample. However such specifications and descriptions are approximate only and minor deviations (including but without prejudice to the generality of the foregoing deviations in colour, markings, measurements and weight) shall not constitute variations from specifications, description or sample.
Cancellation and Return
The buyer shall not be entitled to cancel any order once accepted without prior agreement of the seller, and on terms that protect the seller against loss. The seller will not accept the return of goods for credit or exchange without prior agreement in writing.
Whilst the seller will endeavour to deliver the goods by the specified date or dates for delivery, such date or dates are estimated dates only and the seller shall not be liable for failure to delivery on such dates. Time shall not be of the essence in relation to those dates. The seller will notify the buyer of any substantial change in those dates.
If the buyer fails to promptly fulfil the terms of payment on the due dates then the seller as its option may defer further deliveries or may cancel the contract in relation to all or part of the undelivered balance of the goods. The seller reserves the right prior to making any delivery to require from the buyer satisfactory security for payment.
Not withstanding the above provisions, risk in goods shall pass to the buyer upon delivery by the seller to the buyer’s agent or carrier.
The seller warrants that the goods will be of sound quality and will conform to expressly agreed specifications.
All other warranties, whether expressed or implied by statue, common law or otherwise as to qualify, fitness (including fitness for any purpose made by the buyer) or otherwise are (to the extent allowed by law) excluded from the contract and the buyer in selecting the goods shall be deemed to have relied entirely on its own skill and judgement.
The seller shall not be liable in any event for errors or omissions in drawings or samples after they have been approved by the buyer and may rely on all information supplied by the buyer.
Under no circumstances shall the seller be liable to the buyer for any consequential or indirect loss incurred by the buyer or any other person or persons whatsoever as a result of any act, omission, negligence, or default of the seller, its servants or agents other than negligence resulting in personal injury or death.
The buyer shall be deemed to have accepted the goods as undamaged and complete and as complying (to the extent hereby required) with any relevant description, specification and sample unless:
in the case of non delivery, notice is given to the seller and to any carrier of the goods within 30 days of invoice date.
in the case of shortage, damage or loss, the buyer shall notify the seller and the carrier of the goods in writing thereof within 30 days of delivery.
in the case of defect of non compliance, the buyer shall notify the seller in writing thereof within 30 days after delivery
The buyer shall accept in full and final settlement of any claim in respect of shortage, damaged, defective or non-complying goods, either replacement for such goods (or in case of the shortage, delivery or such shortage) or (at the seller’s option) a credit note in respect of the price thereof.