1. GENERAL These terms and conditions apply in preference to and supersede any terms and conditions referred to, offered or relied on by the buyer whether in negotiation or at any step in the dealings between the seller and buyer with reference to the goods to which this contract relates. Without prejudice to the generality of the foregoing, the seller will not be bound by any standard or printed terms furnished by the buyer in any of its documents, unless the buyer specifically states in writing separately from such terms that it intends such terms to apply and the seller acknowledges such notification in writing.
2. VARIATION Neither the buyer nor the seller shall be bound by any variation waiver nor addition to these conditions except as agreed by both parties in writing and signed on their behalf.
3. LIABILITY (a) The seller accepts liability for death or personal injury arising out of its negligence or the negligence of its servants or agents.
(b) In no event shall the seller be liable for incidental or consequential loss or any loss of business profit.
(c) The maximum liability of the seller under these conditions shall be the contract price of the goods.
(d) Nothing in this clause shall affect the statutory rights of a consumer under the Unfair Contracts Act 1977 or the Sale of Goods Act 1979.
(e) ADHESIVES Whilst the seller endeavours to advise buyers on how to obtain the best results with its products no liability or responsibility is accepted for results nor does the seller undertake that any of its products is suitable for any particular purpose even though it may be. One of the seller’s reasons for this disclaimer of liability is that it has no control over the manufacture of articles in or to which its products may be used or applied or the conditions under which its products may be stored or used.
4. PRICE (a) Unless otherwise agreed in writing prices are quoted ex-works and exclusive of Value Added Tax.
(b)All quotations and estimates issued by the seller are, unless otherwise stated, based on the current cost of production and are subject to amendment before acceptance to meet any rise or fall in such costs.
(c) Any variation to prices quoted as a result of government taxes and levies will be for the buyer’s account.
(d) No quotation shall be taken as an offer but only as an invitation to treat.
5. PAYMENT (a) Payment for goods supplied is due on delivery. If credit terms have been agreed payment is due 30 days from the date of delivery. (b) If payment of the price or any part is not made by the due date the seller shall be entitled:
(i) To charge interest on the outstanding amount at the rate of 2% per month calculated on a daily accruing basis
(ii) To require payment in advance of delivery of undelivered goods
(iii) To refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the buyer for non-delivery or any delay in delivery
(iv) To terminate the contract.
6. WARRANTIES The buyer shall be entitled to the benefit of such manufacturers warranties as are available in respect of the goods supplied.
7. RISK The risk shall pass to the buyer at the time of delivery to the buyer’s premises or any other agreed delivery address.
8. TIME The seller undertakes to use its best endeavours to despatch the goods on the promised delivery date but does not guarantee to do so. Time shall not be of the essence of the contract unless expressly so stipulated in writing.
9. TITLE (a) Title to the goods shall not pass to the buyer until the date on which the entire contract price has been paid in full and any cheques cleared.
(b) If the buyer fails to pay any sum due to the seller forming part of the contract price or if the buyer enters into liquidation commits any act of bankruptcy or has a receiver liquidator or administrator appointed in respect of its property or enters into any voluntary arrangement composition or scheme with its creditors the seller may retake possession of the goods and the buyer grants to the seller an irrevocable licence to enter on any premises of the buyer for that purpose.
(c) Until the earlier to occur of either
(i) recovery of physical possession of the goods by the seller in accordance with clause (b) above or
(ii) payment in full of the contract price to the seller the buyer agrees to hold the goods as bailee of the seller.
10. FORCE MAJEURE If delivery is delayed by strikes, lockouts, fire, accident, defective materials, delays in receipt of raw materials or bought-in goods or components or any other cause beyond the reasonable control of the seller a reasonable extension of time for delivery shall be granted.
11. CANCELLATIONS Special orders for non-stock items must be placed in writing and cannot be cancelled by the buyer. The seller reserves the right to refuse cancellation of any order particularly (but not thereby limiting the generality of the seller’s right) in case of goods ready for despatch, in transit or in the process of manufacture.
12. RETURNS The seller is not obliged to accept return of goods for credit where they have been correctly supplied. Where the seller voluntarily accepts a return handling of 20% of the price or £25 whichever is the greater will be charged. No credit can be given unless goods are returned in perfect resaleable condition with a note of the invoice number and batch number under which they were supplied.
13. SHORT DELIVERY AND DAMAGED GOODS No claim for short delivery will be entertained unless notified within 24 hours of delivery. The buyer shall not be entitled to sign delivery notes “Unchecked” or similar.
No claim for damaged goods will be allowed unless notified in writing to the seller within 48 hours of delivery and all damaged goods will be allowed unless notified in writing to the seller within 48 hours of delivery and all damaged goods must be returned to the seller before a credit or replacement can be arranged.
14. LAW The contract shall be deemed to have been made in England. The parties to the contract shall submit to the jurisdiction of the English Courts. English Law shall be the proper law of the contract.