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ADHESIVE SUPPLY COMPANY LTD

TERMS AND CONDITIONS OF SALE

1.INTERPRETATION

 

In these Conditions the following expressions will have the following meanings:-

The Seller:

Adhesive Supply Company Ltd

The Buyer:

The person, firm or Company contracting to buy goods and/or services from the Seller.

The Goods:

The goods/services which are to be sold by the Seller to the Buyer.

The Contract:

The contract for the sale of the goods or services by the Seller to the Buyer.

Conditions:

The standard terms and conditions set out in this document become the agreement between the Seller and the Buyer.

 

2. CONSTRUCTION OF CONTRACT

A) These Conditions shall apply to all Contracts of sale (and to any ancillary services) between the Seller and the Buyer.

B) The terms of the Contract shall consist of the Particulars of Contract these Conditions of Sale and any other terms agreed in writing by the seller. In the event of any discrepancy between the Particulars of Contract and these Conditions the Particulars of Contract shall prevail.

C) No Terms contained in any document issued by the Buyer or any Oral communication between the parties shall apply to the Contract nor shall these conditions or the Particulars of Contract be modified without the written agreement of the Seller.

D) Descriptions and illustrations of the goods submitted with any quotation, or contained in any catalogue, are only a general representation of the goods and are not intended to be reliable with regard details, as improvements are constantly being made.

3. QUOTATIONS AND ORDERS

A) Unless accepted before lapse or withdrawal, quotations made by the Seller shall automatically lapse after 30 days, but may be withdrawn earlier.

4. DELIVERY

A) Unless otherwise stated delivery shall be ex-works.

Any time for despatch specified in the Contract (“despatch time”) shall be reckoned from the later of :

•The date of the Sellers acceptance of the Buyers order

•The date of receipt by the Seller of all the necessary licenses and contracts and,

•The date of receipt by the Seller of any advanced payments stipulated.

B) Although the Seller will endeavour to complete the Contract within any specified despatch time, because of the possibility of delays on the part of the Seller’s suppliers and production difficulties, that time is an estimate and not a term of the Contract.

C) Any despatch time specified shall be extended by any period during which the  manufacturer or delivery of goods is delayed due to Fire, Explosion, Flood, Storm, Tempest, Sabotage, Strikes, (official or unofficial), Riot, Invasion, Acts of war, (whether declared or not), shortage of labour, power or materials, delay by the Seller’s suppliers, civil commotion, accidents, plant breakdown, seizure or other action by or compliance with an order of apparently competent authority, and, any other event or circumstances beyond the control of the Seller, irrespective of the jurisdiction in which any of the foregoing events or circumstances shall arise.

D) Any damage to the goods in transit must be reported to the Seller within 2 days of receipt of the goods by the Buyer. The buyer must notify the Seller immediately if any goods are not received by the Buyer within 2 days of the date of despatch, as notified by the Seller.

5. PROPERTY AND RISK

A) The risk in the goods shall pass to the Buyer upon delivery in accordance with Inco terms 1980.

B) Where the risk in the goods passes during transit and the goods are damaged in transit in such circumstances that it is not possible to ascertain when the damage occurred, then it shall be deemed to have occurred after the risk of goods has passed.

6. PRICES

A) Unless otherwise agreed in writing, prices for the goods shall be ex-works, and shall be exclusive of VAT, United Kingdom export duties, overseas import duties, carriage, and insurances. Taxes or duties levied on the Seller in the Buyers country with reference to the goods, and any other ancillary costs, in respect of all of which the Seller shall be entitled to make additional charges.

7. PAYMENT

A) Payments shall be made directly to the Seller or to the Sellers bank as directed. The Buyer shall not be entitled to withhold payment of any amount due to the Seller under the Contract by reason of any payment, credit, set-off, counterclaim, allegation of incorrect or defective goods, or for any other reason whatsoever which the buyer may allege excuses him from performing his obligations under the contract.

8. WARRANTIES AND EXEMPTIONS.

A) In the event of the delivery of defective goods or articles not answering to the contractual description (other than goods manufactured to the specification of the Buyer or his agent) then provided that the Buyer is not in breach of any of its obligations to the Seller under this or any other contract, the Seller shall not be obliged to replace the goods where such defects are attributable to damage in transit (where the goods are at the Buyers risk), or any action, omission or neglect of the Buyer or his agent. If the Seller shall be unable to replace such goods so as to remedy the defects, the Buyer shall, instead, be entitled to reject the incorrect items or defective goods, and to have refunded such part of the purchase price as may have been paid and which is attributable to the incorrect or defective items. The Buyer must give the Seller notice of any alleged defect as soon as it becomes apparent, and in any event within the applicable warranty period. The Buyer shall (unless otherwise instructed by the Seller) retain the goods at the Buyers premises for inspection by the Seller, and give the Seller adequate facilities to investigate the complaint at the Buyers premises. If the Seller so requests, the Buyer shall, at his own expense, return the incorrect or defective items to the Seller. However, if the Seller is liable to replace such defective items pursuant hereto, the Seller shall reimburse the Buyers reasonable carriage expenses in connection therewith. For the purpose of this condition, the “warranty period” shall mean the shelf-life stated in the Technical Data Sheet (or other publication issued by the Seller), subject to the goods being stored according to our recommendations. Full details on request.

B) The provisions of sub-clause (a) above shall constitute the entire rights of the Buyer in respect of incorrect articles or defective goods, and except as expressly stated above there shall be excluded form the contract any warranty, condition or statement express or implied, statutory or otherwise as to merchantable quality of the goods or their fitness for any particular purpose, which is required to be tested and approved by the Buyer to satisfy that the goods/service purchased are fit for their purpose.

9. CANCELLATION

The contract may be cancelled by the Buyer only with the Sellers written consent only prior to despatch of the goods. In the event of such cancellation the Buyer shall pay to the seller a cancellation charge equal to a mutually agreed per cent of the Contract Price, usually not less than 25 per cent.

10. LAW AND JURISDICTION

The proper law of the contract shall be English law, and any disputes arising there under shall be dealt with exclusively by the Courts of England.