| 1. GENERAL
Contracts and orders can only be accepted
upon and subject to our Conditions of Sale
as set out hereunder. Where the Purchaser's
written conditions and warranties conflict
with these conditions, the Company's conditions
shall prevail unless otherwise specifically
agreed in writing.
2. TERMS OF PAYMENT
Terms of payment are strictly net monthly
account, that is payment on or before the
end of the month following the month during
which the invoice is dated. The company
shall have the right in its absolute discretion
following non-observance of the above payment
terms, and notwithstanding any contract
the Purchaser may have made with a third
party, to terminate without notice any agreement
to make supplies to any person or to refuse
or limit the amount of credit to be given
to any person and to withhold supplies from
any person.
3. ALTERATION TO PRICES AND TERMS
The Company reserves the absolute right
at any time to alter any of its selling
prices and to alter the terms which it allows
to any Purchaser without any notice whatsoever,
In respect of goods delivered after any
such change of price or change of terms
the price charged or terms, applicable shall
be those current at the date of dispatch
of the goods. Subject thereto the Company
will make every endeavor to give forward
notice of any alternation of selling prices.
4. RETENTION OF TITLE
a) Notwithstanding delivery and the passing
of risk in any and all goods supplied by
the Company, or any other provision of these
Conditions, the property in the goods shall
not pass to the Purchaser until the Company
has received in cash or cleared funds payment
in full of the price of goods and all other
goods agreed to be sold by the company to
the Purchaser for which payment is then
due.
b) Until such time as the property in the
goods passes to the Purchaser, the Purchaser
shall hold the goods as the Company's fiduciary
agent and bailee and shall keep the goods
separate from those of the Purchaser and
third parties and properly stored, protected
and insured and identified as the company's
property. Until that time the Purchaser
shall be entitled to resell or use the goods
in the ordinary course of its business but
shall account to the Company for the proceeds
of sale or otherwise of the goods whether
tangible or intangible, including insurance
proceeds and shall keep all such proceeds
separate from any moneys or property of
the Purchaser and third parties and, in
the case of tangible proceeds, properly
stored, protected and insured.
c) Until such time as the property in the
goods passes to the purchaser (and provided
the goods are still in existence and have
not been resold) the Company shall be entitled
at any time to require the Purchaser to
deliver up the goods to the Company and
if the Purchaser fails to do so forthwith
to enter upon any premises of the Purchaser
or any third party where the goods are stored
and repossess the goods.
d) The Purchaser shall not be entitled to
pledge or in any way charge by way of security
for any indebtedness any of the goods which
remain the property of the Company but if
the Purchaser does so all monies owing by
the Purchaser to the company shall (without
prejudice to any other right or remedy of
the Company) forthwith become due and payable.
5. DELAY IN DELIVERY
Orders will be dispatched as quickly as
possible
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having due consideration
to any quoted delivery dates but so long
as any circumstances whatsoever may prevent
hinder or delay delivery the Company shall
not be bound to make delivery of any goods
which it may of contracted to sell or supply
and the Company shall not be liable for
any consequential loss or damage or in any
manner whatsoever for failure or delay in
delivery when so prevented hindered or delay.
Any purported agreement as to the time for
delivery of goods (whether written or oral)
shall be treated as no more than the parties'
expression of such intention as to such
and time will not be of the essence of any
such purported agreement.
6. GOODS
a) From the time of receipt by the Purchaser
until such time as payment shall be made
for the goods the goods shall be at the
risk of the Purchaser and any loss of or
damage to or deterioration of the goods
from any cause whatsoever other than negligence
of the Company shall be the responsibility
of and be borne by the Purchaser.
b) In the event of negligence by the Company
being established the liability of the Company
for such loss or damage mentioned in sub-clause
(a) above shall be limited to the invoice
value of the goods save where such loss
results from personal injury or death.
7. LIABILITY
a) All conditions and warranties whatsoever
as to the quality and fitness for any particular
purpose of the goods supplied whether statutory
or otherwise are hereby expressly excluded
by every care will be taken to ensure that
goods supplied will conform to the Company's
standards or to specification (within the
limits of reasonable commercial accuracy).
b) In the event of the Company recognizing
that the goods supplied do not conform to
the Company's standards or to specification
(within the limits of reasonable commercial
accuracy) the Company will in assessing
the value of any allowance or replacement
which it may agree to make have regard to
the extent and the nature of the defect,
the information given by the Purchaser as
to the application of the goods, the service
which the goods may already have given and
all other circumstance of the case, but
in any event the Company's maximum liability
in all cases shall be limited to the invoice
value of the goods supplied.
c) Where the Purchaser inspects goods at
the time of delivery or where no complaint
about the quality of the goods is made within24
hours of delivery, the Purchaser should
be taken to have inspected, approved and
accepted the goods.
d) The Company accepts no liability for
consequential loss of or damage to property,
which is attributed to the failure of the
goods supplied (whether or not the Company
is the manufacturer of the goods) whether
due to accident, abuse, and incorrect technical
assessment by the Company or its representatives
or for any other reason whatsoever.
8. RIGHTS
Any indulgence granted by the Company to
a Purchaser or any waiver by the Company
of its rights under these conditions in
respect of any particular transaction or
series of transactions shall not be deemed
to be a waiver of the Company's rights in
respect of any further transactions nor
to be an agreement to confer the same indulgence
in respect of any subsequent transactions.
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