TERMS AND CONDITIONS OF SALE
1. PAYMENT AND TITLE OF GOODS
1.1 All invoices (unless otherwise in writing) are due for payment on the 20th of the month following month of invoice time for this purpose being of the essence: If any payment is in arrears all invoices delivered to you by us and all other moneys owing to us by you shall thereupon become due and payable forthwith without further time lapse or demand and interests thereon shall commence to accrue from day to day at the rate of 4% above the basic rate for our Bank for lending to its customers at the date interest shall commence to accrue. We may also suspend any further deliveries under all our contacts with you. The property in goods shall not pass to you until payment has been made to us in full and you shall not set-off or withhold payment in respect of any counter-claim which is contested by us.
1.2 Any account outstanding beyond our credit terms of reference will be passed out for collection and will be subject to a surcharge to cover the cost incurred: such accounts will also be subject to any other costs incurred in obtaining settlement.
2.1 The quoted delivery or collection date is given as an indication only and is not of the essence. If we fail to deliver upon such date you may stipulate a time limit and if we do not comply you may terminate the contract but shall not thereby by entitled to damages.
2.2 Delivery shall be made at the place named or if the goods are to be shipped abroad, shall be deemed made against invoice presented in England accompanied by appropriate documents of title, such shipment to be delivered F.O.B. a named English port of shipment unless otherwise agreed by us in writing when any additional cost of freight and insurance will be for your account in full. We shall not be required to give you any notice relating to insurance mentioned in Section 32(3) of the Sale of Goods Act 1893.
2.3 We may at our discretion, make installment deliveries. In such a case each delivery shall as regards payment constitute a separate order and if any installment delivery is not paid for pursuant to these conditions, we may suspend further deliveries.
2.4 The goods are delivered entirely at your risk. (Uniform Sales Act paragraph 19/11 and 79) We shall not be held responsible for any loss or damage arising directly or indirectly from failure to deliver. Transport insurance is arranged on your behalf.
2.5 We may suspend deliveries if and whenever the production of goods or the performance of the contract is prevented or interfered with, hindered lessened, delayed or rendered commercially impracticable either directly or indirectly through circumstances beyond our reasonable control. If by reason of such circumstances or of national emergency, the quantities of the goods covered hereby, or of any materials used in the production thereof, reasonably available to us shall be less than our total needs for our own use and for sale, we may allocate our available supply of any such materials to any one or more of our customers or of our own departments and divisions, on any basis we may deem proper, without thereby incurring liability for failure to perform this contract.
2.6 In case of non-delivery within ten days of the date of invoice we must be advised immediately by notice in writing. If your noncompliance with this clause results in any subsequent claim being refused by the carriers the entire loss must be borne by you.
2.7 Where the goods delivered follow the supply of a sample or previous delivery, approved by the customer, then this delivery will represent a sale by sample.
3.1 Claims that goods delivered are defective in quality are to be raised within 14 days after receipt and prior to further processing. Re-sellers who are not involved in further processing of our goods, have to raise claims the goods delivered are defective in quality within 3 months of receipt. In the event of latent defects claims, have to be submitted either within the shelf life advised or within a maximum time of 3 months after receipt and prior to further processing.
3.2 Written notice of any damage in transit to any goods delivered must be given to us within seven days after delivery.
4.l We shall indemnify you against death or injury of any person directly caused by negligence or breach of contract of our servants or by any defects in goods supplied by us. Our maximum liability in respect of other than death or personal injury caused by negligence shall be limited to the replacement of the defective goods supplied or to a sum not exceeding the net invoice value of the same, provided that we shall not be under any liability hereunder for consequential loss (including loss of production) or damages arising from such negligent defects or otherwise however.
4.2 Any recommendations made by the seller are accepted at the discretion of the buyer and will not result in any liability on the part of the seller.
4. It is the responsibility of the buyer to ascertain the suitability of products provided by the seller for the buyers particular use taking due consideration of the buyer’s production facilities, manufacturing equipment and end-use requirements. A buyer who places an order with the seller does so on the basis that the buyer has fully determined the suitability of that product for his manufacturing process. The seller cannot be liable for problems which have arisen as a result of the buyer failing to establish the suitability of the product for his specific application.
4.4 The above constitutes an agreement based upon approval by sample. lt is the responsibility of the buyer to assess suitability of the sample. Once agreed, all future deliveries will be manufactured according to the approved sample.
5.1 We do not contract as a common carrier
5.2 Any contract, agreements or revealed information disclosed between SURFACTANTS Ltd and another party shall be treated as strictly private & confidential and must not be revealed or made available to any third party other than professional advisers or employees and then only to appraise them of the commercial or financial aspects of the items described above unless duly authorised in writing.
5.3 The construction, validity and performance of this and every contract between us shall be governed by the law of England,
5.4 This document constitutes the full understanding between the parties hereto with reference to the subject matter hereof and no statement or agreements, oral or written, made prior to or at the signing hereof shall vary or modify with written terms hereof.