Terms and Conditions

1. These conditions are the only Terms & Conditions upon which the Seller sells or supplies the Goods and, unless specifically agreed in writing by the Seller and the Buyer, no other Terms or Conditions shall apply subject as aforesaid and except to extend this clause as rendered void or unenforceable under any enactment, all Conditions and Warranties whether relating to the description or quality of the Goods or to their fitness for any particular purpose or otherwise and whether expressed or implied by statute or common law are hereby expressly excluded. It is the Buyer’s responsibility to ensure that the Goods are fit for any particular purpose and the Buyer shall indemnify the Seller against any liability to third parties in respect of the goods or their use.
2. Notwithstanding any prior agreements, arrangements or discussions between the Seller and the Buyer, no binding contract shall be or be deemed to be concluded for the sale of the Goods until the Seller has issued a written acknowledgement of the Buyer's order.
3. Any delivery charge incurred will be quoted separately and includes insurance to the point of delivery.
4. 1. Delivery of the Goods shall be deemed to take place when the Goods are unloaded from the carriage or lorry at the address specified in the order or, if none, at the business address of the buyer within the U.K.
   2. Risk of loss of or damage to the Goods shall pass to the Buyer immediately delivery has taken place.
   3. The Goods shall remain the property of the Seller until the whole price has been paid and, until payment, the Buyer shall hold the Goods on trust for the Seller.
   4. The whole of the price shall not be treated as paid until any cheque, bill or exchange or other instrument of payment given by the Buyer has been met on presentation or otherwise honoured in accordance with its term. The Seller may sue for the whole price at any time after it has become payable.
   5. Payments shall be applied to invoices in the order in which they were issued and to Goods in the order in which they are listed in invoices.
   6. In the event of any sale or other disposition of the Goods by the Buyer, the Buyer shall hold on trust for the Seller:
      1. if the Goods have not been mixed with or incorporated into other Goods or processed, the whole of the proceeds of sale; or
      2. if the Goods have been mixed with or incorporated into other goods or processed, a just proportion of the proceeds of sale.
   7. The Buyer shall not pledge the Goods or documents of title thereto, or allow any lien to arise thereon, or process or deal with the Goods other than in the ordinary course of the Buyer’s business and shall not hold itself out as the Seller’s agent in respect of them.
   8. If the Buyer defaults in the punctual payment of any sum owing to the Seller then the Seller shall be entitled to the immediate return of all goods sold by the Seller to the Buyer (or the documents of titles thererto) in which the property has not passed to the Buyer and the Buyer hereby authorises the Seller to recover the Goods or documents and to enter any premises of the Buyer for that purpose. Demand for or recovery of the Goods or documents by the Seller shall not of itself discharge either the Buyer’s liability to pay the whole of the price and take delivery of the Goods or the Seller’s right to sue for the whole of the price.
   9. In default of payment on the due date, the Seller without prejudice to its rights hereunder shall have the right to charge the Buyer interest at the rate of 2% per month or pro rata per diem from the date payment was due until the date payment is made to the Seller.
5. 1. All delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. The Buyer shall only be entitled to cancel the contract, by giving notice to the Seller, if the Goods are not delivered by the end of a period of twelve calendar months beginning on the date of the Seller’s Acknowledgement of Order. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.
   2. Should the Seller be prevented from or hindered in producing or delivering the Goods or any part thereof, the time of delivery (and the twelve month period referred to in Clause 5(i) above shall be extended until the operation of the cause preventing or hindering delivery has ceased.
   3. Should the Seller be prevented from delivering part of the Goods by reason of any of the causes specified in the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the Contract.
6. 1. No claim by the Buyer for damage in transit or shortage will be considered unless notification of the claim is received by the Seller within fourtheen days from delivery of the Goods concerned.
   2. If any failure from defective material or workmanship occurs within six months of shipment and the Buyer gives notice to the Seller forthwith, the Seller will, at his option, either replace without charge Goods proved to have been defective at the time of shipment, or credit the Buyer with the price of the defective Goods. The Buyer will redeliver the defective Goods to the Seller, carriage paid, and the Seller will deliver the repaired or substituted Goods at the Seller’s expense to the original place of delivery or equivalent distance. All returned Goods become the Seller’s property without payment. In the event of the Seller becoming or being found liable to pay to the Buyer or to any third party compensation or damages any such payment shall not in total exceed a sum equal to the invoice price of the Goods.
   3. Unless the Buyer notified the Seller in writing of a particular purpose for which the Goods were intended and stated that he was relying upon the Seller to supply goods suitable for that stated purpose then the Seller will not be liable for any loss or damage resulting from the Goods being unsuitable for such particular purpose.
   4. Any sample submitted to the Buyer is to be considered a type sample only.
7. If before delivery of any Goods shall have been made to the Buyer, the Buyer shall commit any breach of these Conditions or if the Buyer shall suffer any execution to be levied on any of its property or assets or if the Buyer shall suspend payment of its debts or make any arrangements with its creditors or, being a Company, have a Receiver of its assets appointed or pass any resolution to be wound up or, being a person, shall die or commit any act of bankruptcy or have any bankruptcy petition presented against the Buyer, then in any such event, the Seller shall without prejudice to any claims or other rights and remedies it might have, be at liberty forthwith by notice in writing to the Buyer cancel all orders and contracts of any part thereof remaining unfulfilled between the Seller and the Buyer for the delivery of the Goods, and the Seller shall not be liable in damages in respect of the giving of such notice.
8. If at any time any question, dispute or difference shall arise between the Seller and the Buyer in relation to the supply of the Goods or anything happens in connection therewith which the Seller and the Buyer shall not be able to resolve themselves satisfactorily, then the matter shall be referred to a single arbitrator to be appointed by the President for the time being of the London Chamber of Commerce. The decision of any such arbitrator shall be final and binding on the Buyer and the Seller.
9. Any dies created by the Seller for the production of goods to a Buyer’s drawing remain the property of the Seller throughout irrespective of whether a charge, wholly or in part to cover the cost of manufacture of the die has been made to the Buyer. The Seller reserves the right to destroy any such dies where no repeat order has been booked during a period of 24 months.
10. Where the goods are to be delivered in instalments or called off by the buyer, each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the buyer in respect of any one or more instalments shall not entitle the buyer to treat the contract as a whole as repudiated.
11. The contract for the supply of Goods and all matters arising in connection therewith shall be governed and construed according to English law.

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