REVISION STATUS 22/04/08
1.0 Definitions
1.1 In these conditions the following words have the following meanings:-
"Buyers" - the person(s), firm or company who purchases Goods from the Sellers.
"Sellers" - QUALITeSOLUTIONS.
"Contract" - any contract between Sellers and Buyers for the Sale & Purchase of Goods, incorporating these Terms & Conditions.
"Conditions" - these Terms and Conditions.
"Goods" - any Goods agreed in the Contract to be supplied to Buyers by Sellers.
2.0 Application of Terms
2.1 Subject to any variation under Condition
2.2 the Contract will be on these Conditions to the exclusion of all other Terms and/or Conditions
2.2 These Conditions apply to all Sellers' sales and any variation to these Conditions and any Representations (whether oral or written) about Goods. Nothing in these Conditions will exclude or limit Sellers' liability for fraudulent misrepresentation.
2.3 Each order for Goods by Buyers from Sellers shall be deemed to be an offer by Buyers to purchase Goods subject to these Conditions.
2.4 Buyers must ensure that the terms of their order and any applicable specification are complete and accurate.
2.5 Any quotation is given on the basis that no contract will come into existence until Sellers despatch a written Acknowledgement of Order to Buyers; neither packaging nor labeling shall form part of the description of Goods, for which Sellers shall have no liability whatsoever. Any quotation is valid for a period of 28 days only from its date, provided Sellers have not previously withdrawn it.
3.0 Description
3.1 The description of Goods shall be set out in Sellers' quotation.
3.2 All descriptive matter, specifications and advertising issued by Sellers (whether in catalogues, brochures or otherwise) is issued or published for the sole purpose of giving an approximate idea of Goods described in them and they will not form part of this Contract.
4.0 Delivery
4.1 Delivery shall take place at the Buyers' premises or such other premises nominated by Buyers.
4.2 Each delivery of Goods shall be deemed to be a separate contract and the failure to make delivery of any one installment shall not invalidate the contract nor entitle Buyers to be discharged.
4.3 In view of possible dependence upon availability of raw materials and/or possible late deliveries by suppliers, any dates specified by Sellers for delivery of Goods are intended to be estimates only but Sellers will use their best endeavors to meet such dates.
4.4 If Sellers deliver to Buyers a quantity of Goods of up to 5% more or less than the quantity accepted by Sellers, Buyers shall not be entitled to object or to reject Goods or any of them by reason of a surplus or shortfall and shall pay for such Goods at the pro-rata Contract rate.
4.5 If for any reason Buyers will not accept and/or fail to take prompt delivery of any Goods after Buyers are aware of readiness for Delivery or Sellers are unable to deliver Goods on time because Buyers have not timeouts provided or lodged appropriate instructions, documents, licence's, authorizations or delivery orders.
4.5 (i) Risk in Goods will pass to Buyers (including for loss or damage caused by Sellers'
negligence);
4.5 (ii) Goods will be deemed to have been delivered
4.5 (iii) Sellers may store Goods until physical delivery whereupon Buyers will be liable for all related costs and expenses (including, without limitation, storage and insurance)
or Sellers may re-sell goods and Buyers shall forthwith upon receiving notice
thereof re-pay to Sellers any loss which Sellers thereby suffer.
4.6 Where necessary Buyers will provide at their own expense at the Delivery Point adequate and appropriate equipment and labor for loading/unloading Goods.
4.7 Subject to any provisions to the contrary in these Conditions Sellers will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss or profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by a delay in delivery of Goods (even if caused by Sellers' negligence.
5 Non-Delivery
5.1 All claims in respect of short or non-delivered Goods must be notified in writing to Sellers and carriers (where loss has occurred in transit) within 3 working days of the receipt of the delivery in question or when in the ordinary course of events Goods would have been received, failing which Sellers have no liability whatsoever (even for its own negligence) for such claims. Furthermore, Sellers cannot accept responsibility (even for its own negligence) for such goods unless the carrier's receipt note is appropriately and unambiguously endorsed at the time of delivery.
5.2 The quantity of any consignment recorded as dispatched to Buyers shall be conclusive evidence of the quantity received by Buyers on delivery, unless Buyers can provide conclusive evidence proving the contrary.
5.3 Any liability of Sellers for non-delivery of Goods shall be limited to replacing Goods within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.
6 Risk/Title
6.1 Goods are at the risk of Buyers from the time of delivery.
6.2 Legal and beneficial ownership of Goods shall not pass to Buyers until Sellers have received in full (in cash or cleared funds) all sums due to it in respect of Goods
7.0 Price
7.1 Unless otherwise specifically agreed in writing the price for Goods shall be set out in Sellers' invoice and Sellers sell on condition that payment shall be made by Buyers not later than 25th day of the month following invoicing and delivery - or in the case of sales ex-warehouse the date of transfer of Goods to Buyers.
7.2 The price for Goods shall be exclusive of any Value Added Tax and is based upon the stated limitation of liability herein.
8.0 Payment
8.1 Time for payment shall be of the essence and all payments due under the Contract shall be made without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless Buyers have a valid court order requiring an amount equal to such deduction to be paid by Seller to Buyers.
8.2 All payments payable to Sellers under the Contract shall become due immediately upon termination of this Contract despite any other provision.
8.3 No payment is deemed received until Sellers have received cash or cleared funds.
9.0 Quality
9.1 Reasonable care is taken by Sellers to ensure that all Goods supplied are of merchantable quality. Nevertheless, Sellers draw attention to the fact that the specification and condition of natural mineral products cannot be guaranteed and defects of quality can and do exist. It is, therefore, stressed that all deliveries must be thoroughly examined and tested prior to use. Sellers do not accept liability for consequential (including financial) or any other loss or damage (direct or indirect) whatsoever or howsoever arising out of, from, or in connection with the failure of Buyers to carry out such an examination or from Buyers using Goods discovered to be of doubtful quality or not following good practice in any respect whatsoever or altering Goods without written consent of Sellers.
9.2 Any claim for alleged unsatisfactory Goods must be notified in writing to Sellers/and carriers (where the defect is as a result of damage in transit) within 3 working days of the time when Buyers discover or ought to have discovered any defect, and the Sellers must be given reasonable opportunity after receiving the Notice of examining such Goods and Buyers (if asked to do so by Sellers) shall return such Goods to Sellers place of business at Sellers expense for examination to take place there, failing which Sellers shall have no liability for consequential (including financial) or any other loss (direct or indirect) whatsoever or howsoever arising for any express or implied warranty or condition of quality.
10.0 Limitation of Liability
10.1 All warranties, conditions, and other terms implied by statute or common law (save for the Condition implied by Section 12 of The Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.0 Force Majeure
11.1 Sellers shall not be responsible for any loss or damage whatsoever or howsoever arising out of or in connection with delay caused by strikes, lock-outs or other labor disputes, war, fire, floods, government actions, acts of terrorism, protests, riot, civil commotion, explosion, epidemics, restraints, delays or disturbances affecting carriers or inability or delay in obtaining supplies of adequate materials, accidents, Acts of God, interferences, or any other event whatsoever beyond Sellers' control and deliveries may be suspended for the duration of any such event and or such period as Sellers may deem reasonable thereafter. Any delivery suspended shall be taken by Buyers at the rate specified in the Contract, as soon as it is possible to resume, but resumed deliveries shall be liable to suspension on the same grounds as the deliveries originally stipulated in the Contract. Sellers reserve the right to cancel or terminate the Contract by notice in writing to Buyers if the event in question continues for a continuous period in excess of 30 days.
12.0 International Contracts
In the case of Goods sold under an International Supply Contract (as defined in the Unfair Contract Terms Act 1977 S.26) the relevant Incoterms 2000 shall apply insofar as they do not conflict with these Conditions.
13.0 Assignment
13 Buyers shall not be entitled to assign the Contract or any part of it without the prior written consent of Sellers. Sellers may assign the Contract, or any part of it, to any person firm or company.
14.0 General
14.1 Each right or remedy of Sellers under the contract is without prejudice to any other right or remedy of Sellers whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect.
14.3 Failure or delay by Sellers in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by Sellers of any breach of, or any default under, any provision of the Contract by Buyers will not be deemed a waiver of any subsequent breach or default and will, in no way, affect the other terms of the Contract.
14.5 The Parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6 The formulation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and Buyers submit to the exclusive jurisdiction of the English Courts.