STANDARD
TERMS AND CONDITIONS
FOR
THE SALE OF
GOODS
Application of Conditions
The Seller shall sell and the Buyer shall
purchase the Goods in accordance with any quotation or offer of the Seller
which is accepted by the Buyer, or any order of the Buyer which is accepted by
the Seller,
These Conditions shall govern the Contract to
the exclusion of any other terms and conditions subject to which any such
quotation is accepted or purported to be accepted, or any such order is made or
purported to be made, by the Buyer.
Interpretation
In these Conditions:-
"Business Day" means any day other than a Saturday, Sunday
or bank holiday;
"the Buyer" means the person who accepts a
quotation or offer of the Seller for the sale of the Goods or whose order for
the Goods is accepted by the Seller;
"the Contract" means the contract for the purchase and
sale of the Goods under these conditions;
"these means the standard terms and conditions of
sale set out in
Conditions" this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing between the Buyer
and the Seller;
"the Delivery means the date on which the Goods are to be delivered as
Date" stipulated in the Buyer's order and accepted by
the Seller;
"the Goods" means
the goods (including any instalment of the goods or any parts for them) which
the Seller is to supply in accordance with these Conditions;
"month" means a calendar month;
"the Seller" means
Jutexpo Limited, a company registered in England under company number 4346277
and includes all employees and agents of Jutexpo Limited.
"writing" includes any communications
effected by telex, facsimile transmission, electronic mail or any comparable
means.
Any reference in these Conditions to a statute
or a provision of a statute shall be construed as a reference to that statute
or provision as amended, re-enacted or extended at the relevant time.
The headings in these Conditions are for
convenience only and shall not affect their interpretation.
Basis of Sale
The Seller's employees or agents are not
authorised to make any representations concerning the Goods unless confirmed by
the Seller in writing. In entering into
the Contract the Buyer acknowledges that it does not rely on, and waives any
claim for breach of, any such representations which are not so confirmed.
No variation to these Conditions shall be
binding unless agreed in writing between the authorised representatives of the
Buyer and the Seller.
Sales literature, price lists and other
documents issued by the Seller in relation to the Goods are subject to
alteration without notice and do not constitute offers to sell the Goods which
are capable of acceptance. An order
placed by the Buyer may not be withdrawn cancelled or altered prior to
acceptance by the Seller and no contract for the sale of the Goods shall be
binding on the Seller unless the Seller has issued a quotation which is
expressed to be an offer to sell the goods or has accepted an order placed by
the Buyer by whichever is the earlier of:-
the
Seller's written acceptance;
delivery
of the Goods; or
the
Seller's invoice.
Any typographical, clerical or other accidental
errors or omissions in any sales literature, quotation, price list, acceptance
of offer, invoice or other document or information issued by the Seller shall
be subject to correction without any liability on the part of the Seller.
Orders and Specifications
No order submitted by the Buyer shall be deemed
to be accepted by the Seller unless and until confirmed in writing by the
Seller's authorised representative.
The specification for the Goods shall be those
set out in the Seller's sales documentation unless varied expressly in the
Buyer's order (if accepted by the Seller).
The Goods will only be supplied in the minimum units (or multiples)
stated in the Seller's price list or in multiples of the sales outer as
specified. Orders received for
quantities other than these will be adjusted accordingly, illustrations,
photographs or descriptions whether in catalogues, brochures, price lists or
other documents issued by the Seller are intended as a guide only and shall not
be binding on the Seller.
The Seller reserves the right to make any
changes in the specification of the Goods which are required to conform with
any applicable safety or other statutory or regulatory requirements or, where
the Goods are to be supplied to the Seller's specification, which do not
materially affect their quality or performance.
No order which has been accepted by the Seller
may be cancelled by the Buyer except with the agreement in writing of the
Seller on the terms that the Buyer shall indemnify the Seller in full against
all loss (including loss of profit), costs (including the cost of all labour
and materials used), damages, charges and expenses incurred by the Seller as a
result of cancellation.
Price
The price of the Goods shall be the price
current at the date of acceptance of the Buyer's order or such other price as
may be agreed in writing by the Seller and the Buyer.
Where the Seller has quoted a price for the
Goods other than in accordance with the Seller's published price list the price
quoted shall be valid for 30 days only or such lesser time as the Seller may
specify.
The Seller reserves the right, by giving notice
to the Buyer at any time before delivery, to increase the price of the Goods to
reflect any increase in the cost to the Seller which is due to any factor
beyond the control of the Seller (such as, without limitation, any foreign
exchange fluctuation currency regulation, alteration of duties, significant
increase in the costs of labour, materials or other costs of manufacture), any
change in delivery dates, quantities or specifications for the Goods which is
requested by the Buyer, or any delay caused by any instructions of the Buyer or
failure of the Buyer to give the Seller adequate information or instructions.
[The Seller will allow the Buyer quantity
discounts subject to and in accordance with the conditions set out in the
Seller's published price list for the Goods current at the date of acceptance
of the Buyer's Order.]
[Any settlement discount specified by the Seller
in the Contract will be allowed by the Seller to the Buyer in respect of Goods
for which payment is received by the Seller on or before the due date and
otherwise in accordance with the payment terms set out in these Conditions and
provided that no other amounts owing by the Buyer to the Seller are overdue and
unpaid.]
Except as otherwise stated under the terms of
any quotation or in any price list of the Seller, and unless otherwise agreed
in writing between the Buyer and the Seller, all prices are inclusive of the
Seller's charges for packaging and transport.
The price is exclusive of any applicable value
added tax excise, sales or taxes or levies of a similar nature which are
imposed or charged by any competent fiscal authority in respect of the Goods,
which the Buyer shall be additionally liable to pay to the Seller.
Payment
Subject to any special terms agreed in writing
between the Buyer and the Seller, the Seller shall invoice the Buyer for the
price of the Goods on or at any time after delivery of the Goods, unless the
Goods are to be collected by the Buyer or the Buyer wrongfully fails to take
delivery of the Goods, in which event the Seller shall be entitled to invoice
the Buyer for the price at any time after the Seller has notified the Buyer
that the Goods are ready for collection or (as the case may be) the Seller has
tendered delivery of the Goods.
The Buyer shall pay the price of the Goods (less
any discount or credit allowed by the Seller, but without any other deduction
credit or set off) within 30 days of the date of the Seller's invoice or
otherwise in accordance with such credit term as may have been agreed in
writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due date
notwithstanding that delivery may not have taken place and/or that the property
in the Goods has not passed to the Buyer.
The time for the payment of the price shall be of the essence of the
Contract. Receipts for payment will be
issued only upon request.
All payments shall be made to the Seller as
indicated on the form of acceptance or invoice issued by the Seller.
The Seller is not obliged to accept orders from
any customer or buyer who has not supplied the Seller with references
satisfactory to the Seller; if at any time the Seller is not satisfied as to
the creditworthiness of the Buyer it may give notice in writing to the Buyer
that no further credit will be allowed to the Buyer in which event no further
goods will be delivered to the Buyer other than against cash payment and
notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer
to the Seller shall be immediately payable in cash.
Delivery
Delivery of the Goods shall be made by the
Seller delivering the Goods to the place in the United Kingdom specified in the
Buyer's order and/or the Seller's acceptance as the location to which the Goods
are to be delivered by the Seller or, if no place of delivery is so specified,
by the Buyer collecting the Goods at the Seller's premises at any time after
the Seller has notified the Buyer that the Goods are ready for collection.
The Delivery Date is approximate only and time
for delivery shall not be of the essence unless previously agreed by the Seller
in writing. The Goods may be delivered
by the Seller in advance of the Delivery Date upon giving reasonable notice to
the Buyer.
Where the Goods are to be delivered in
instalments, each delivery shall constitute a separate contract and failure by
the Seller to deliver any one or more of the instalments in accordance with
these Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the Contract as a whole as
repudiated.
If the Buyer fails to take delivery of the Goods
or any part of them on the Delivery Date and/or fails to provide any
instructions, documents, licences, consents or authorisations required to
enable the Goods to be delivered on that date, the Seller shall be entitled
upon given written notice to the Buyer to store or arrange for the storage of
the Goods and then notwithstanding the provision of Condition 10.1 of these
Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed
to have taken place and the Buyer shall pay to the Seller all costs and
expenses including storage and insurance charges arising from such failure.
Non-Delivery
If the Seller fails to deliver the Goods or any
of them on the Delivery Date other than for reasons outside the Seller's
reasonable control or the Buyer's or its carrier's fault:-
if
the Seller delivers the Goods at any time thereafter the Seller shall have no
liability in respect of such late delivery;
if
the Buyer gives written notice to the Seller within 7 Business Days after the
Delivery Date and the Seller fails to deliver the Goods within 60 Business Days
after receiving such notice the Buyer may cancel the order and the Seller's
liability shall be limited to the excess (if any) of the cost of the Buyer (in
the cheapest available market) of similar goods to those not delivered over the
price of the Goods not delivered.
Inspection/Shortage
The
Buyer is under a duty whenever possible to inspect the Goods on delivery or on
collection as the case may be.
Where the Goods cannot be
examined the carriers note or such other note as appropriate shall be marked
“not examined”.
The Seller shall be under
no liability for any damage or shortages that would be apparent on reasonable
careful inspection if the terms of this clause are not complied with and, in
any event will be under no liability if a written complaint is not delivered to
the Seller within 7 days of delivery
detailing the alleged damage or shortage.
In all cases where defects
or shortages are complained of the Seller shall be under no liability in
respect thereof unless an opportunity to inspect the Goods is supplied to the
Seller before any use is made thereof or any alteration or modification is made
thereto by the Buyer.
Subject
to condition 9.3 and condition 9.4, the Seller shall make good any shortage in
the Goods and where appropriate replace any goods damaged in transit as soon as
it is reasonable to do so, but otherwise shall be under no liability whatsoever
arising from such shortage or damage.
Risk and Retention of Title
Risk of damage to or loss of the Goods shall pass
to the Buyer at:
in
the case of Goods to be delivered at the Seller's premises, the time when the Seller
notifies the Buyer that the Goods are available for collection; or
in
the case of Goods to be delivered otherwise than at the Seller's premises, the
time of delivery or, if the Buyer wrongfully fails to take delivery of the
Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk
in the Goods, or any other provision of these Conditions, legal and beneficial
title of the Goods shall not pass to the Buyer until the Seller has received in
cash or cleared funds payment in full of the price of the Goods.
[Sub-clause 10.2 notwithstanding,
legal and beneficial title of the Goods shall not pass to the Buyer until the Seller
has received in cash or cleared funds payment in full of the price of the Goods
and any other goods supplied by the Seller and the Buyer has repaid all moneys
owed to the Seller, regardless of how such indebtedness arose.]
Until payment has been made to the Seller in
accordance with these Conditions and title in the Goods has passed to the
Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and
the Buyer shall store the Goods separately and in an appropriate environment,
shall ensure that they are identifiable as being supplied by the Seller and
shall insure the Goods against all reasonable risks.
The Buyer 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 Seller, but if the Buyer does so all money owing by
the Buyer to the Seller shall (without prejudice to any other right or remedy
of the Seller) forthwith become due and payable.
The Seller reserves the right to repossess any
Goods in which the Seller retains title without notice. The Buyer irrevocably
authorises the Seller to enter the Buyer’s premises during normal business
hours for the purpose of repossessing the Goods in which the Seller retains title
and inspecting the Goods to ensure compliance with the storage and
identification requirements of sub-clause 10.4.
The Buyer’s right to possession of the Goods in
which the Seller maintains legal and beneficial title shall terminate if;
The
Buyer commits or permits any material breach of his obligations under these Conditions;
The
Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act
1986, or any other scheme or arrangement is made with his creditors;
The
Buyer is or becomes the subject of a bankruptcy order or takes advantage of any
other statutory provision for the relief of insolvent debtors;
The
Buyer convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or
administrative receiver appointed in respect of its assets or undertaking or
any part thereof, any documents are filed with the court for the appointment of
an administrator in respect of
the Buyer, notice of intention to appoint an administrator is given by the Buyer
or any of its directors or by a qualifying floating charge-holder (as defined
in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is
passed or petition presented to any court for the winding up of the Buyer or
for the granting of an administration order in respect of the Buyer, or any
proceedings are commenced relating to the insolvency or possible insolvency of
the Buyer.
Assignment
The Seller may assign the Contract or any part
of it to any person, firm or company.
The Buyer shall not be entitled to assign the
Contract or any part of it without the prior written consent of the Seller.
Defective Goods
If on delivery any of the Goods are defective in
any material respect and either the Buyer lawfully refuses delivery of the
defective Goods or, if they are signed for on delivery "condition and
contents unknown" the Buyer gives written notice of such defect to the
Seller within three business days of such delivery, the Seller shall at its
option:-
replace
the defective Goods within 30 days of receiving the Buyer's notice; or
refund
to the Buyer the price for the goods which are defective;
but the Seller shall have no further liability to the Buyer in
respect thereof and the Buyer may not reject the Goods if delivery is not
refused or notice give by the Buyer as aforesaid.
No Goods may be returned to the Seller without
the prior agreement in writing of the Seller.
Subject thereto any Goods returned which the Seller is satisfied were
supplied subject to defects of quality or condition which would not be apparent
on inspection shall either be replaced free of charge or, at the Seller's sole
discretion the Seller shall refund or credit to the Buyer the price of such
defective Goods but the Seller shall have no further liability to the Buyer.
The Seller shall be under no liability in
respect of any defect arising from fair wear and tear, or any wilful damage,
negligence, subjection to normal conditions, failure to follow the Seller's
instructions (whether oral or in writing), misuse or alteration of the Goods
without the Seller's approval, or any other act or omission on the part of the
Buyer, its employees or agents or any third party.
Subject as expressly provided in these
Conditions, and except where the Goods are sold under a consumer sale, all
warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
Where the Goods are sold under a consumer sale
the statutory rights of the Buyer are not affected by these Conditions.
Except in respect of death or personal injury
caused by the Seller's negligence, or as expressly provided in these
Conditions, the Seller shall not be liable to the Buyer by reason of any
representation, or any implied warranty, condition or other term, or any duty
at common law or under statute, or under the express terms of the Contract, for
any direct or consequential loss or damage sustained by the Buyer (including
without limitation loss of profit or indirect or special loss), costs, expenses
or other claims for consequential compensation whatsoever (and whether caused
by the negligence of the Seller, its servants or agents or otherwise) which
arise out of or in connection with the supply of the Goods or their use or
resale by the Buyer.
The Buyer shall be responsible to ensure that,
except to the extent that instructions as to the use or sale of the Goods are
contained in the packaging or labelling of the Goods, any use or sale of the
Goods by the Buyer is in compliance with all applicable statutory handling and sale of the Goods by the Buyer is carried
out in accordance with directions given by the Seller or any competent
governmental or regulatory authority and the Buyer will indemnify the Seller
against any liability loss or damage which the Seller might suffer as a result
of the Buyer's failure to comply with this condition.
Buyer's Default
If the Buyer fails to make any payment on the
due date then, without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled to:-
cancel
the order or suspend any further deliveries to the Buyer;
appropriate
any payment made by the Buyer to such of the Goods (or the goods supplied under
any other contract between the Buyer and the Seller) as the Seller may think
fit (notwithstanding any purported appropriation by the Buyer); and
charge
the Buyer interest (both before and after any judgement) on the amount unpaid,
at the rate of two per cent per annum above National Westminster Bank plc base
rate from time to time, until payment in full is made (a part of a month being
treated as a full month for the purpose of calculating interest).
This condition applies if:-
the
Buyer fails to perform or observe any of its obligations hereunder or is
otherwise in breach of the Contract; or
the
Buyer becomes subject to an administration order or makes any voluntary
arrangement with its creditors (within the meaning of the Insolvency Act 1986)
or (being an individual or firm) becomes bankrupt or (being a company) goes
into liquidation; or
an
encumbrancer takes possession, or a receiver is appointed, of any of the
property or assets of the Buyer; or
the
Buyer ceases, or threatens to cease, to carry on business; or
the
Seller reasonably apprehends that any of the events mentioned above is about to
occur in relation to the Buyer and notifies the Buyer accordingly.
If Condition 13.2 applies then, without
prejudice to any other right or remedy available to the Seller, the Seller
shall be entitled to cancel the Contract or suspend any further deliveries
under the Contract without any liability to the Buyer, and if the Goods have
been delivered but not paid for the price shall become immediately due and
payable notwithstanding any previous agreement or arrangement to the contrary.
Limitation of Liability
Subject to condition 7, condition 8 and
condition 13, the following provisions set out the entire financial liability
of the Seller (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Buyer in respect of:
any
breach of these conditions;
any
use made (including but not limited to modifications) or resale by the Buyer of
any of the Goods, or of any product incorporating any of the Goods; and
any
representation, statement or tortious act or omission including negligence
arising under or in connection with the Contract.
All warranties, conditions and other terms
implied by statute or common law (save for the conditions implied by section 12
of the Sale of Goods Act 1979) are, to the fullest extent permitted by law,
excluded from the Contract.
Nothing in these conditions excludes or limits
the liability of the Seller:
for
death or personal injury caused by the Seller's negligence; or
for
any matter which it would be illegal for the Seller to exclude or attempt to
exclude its liability; or
for
fraud or fraudulent misrepresentation.
Subject to condition 14.2 and
condition 14.3:
the
Seller's total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the Contract
shall be limited to the Contract price; and
the
Seller shall not be liable to the Buyer for any pure economic loss, loss of
profit, loss of business, depletion of goodwill or otherwise, in each case
whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in connection
with the Contract.
Confidentiality, Publications and Endorsements
The Buyer undertakes to the Seller that:-
the
Buyer will regard as confidential the contract and all information obtained by
the Buyer relating to the business and/or products of the Seller and will not
use or disclose to any third party such information without the Seller's prior
written consent provided that this undertaking shall not apply to information
which is in the public domain other than by reason of the Buyer's default;
the
Buyer will not use or authorise or permit any other person to use any name,
trademark, house mark, emblem or symbol which the Seller is licensed to use or
which is owned by the Seller upon any premises note paper visiting cards
advertisement or other printed matter or in any other manner whatsoever unless
such use shall have been previously authorised in writing by the Seller and
(where appropriate) its Licensor;
the
Buyer will use all reasonable endeavours to ensure compliance with this
Condition by its employees, servants and agents.
This Condition shall survive the termination of
the Contract.
Communications
All communications between the parties about the
Contract shall be in writing and delivered by hand or sent by pre-paid first
class post or sent by fax or sent by electronic mail:
(in
the case of communications to the Seller) to its registered office or such
changed address as shall be notified to the Buyer by the Seller; or
(in
the case of the communications to the Buyer) to the registered office of the
addressee (if it is a company) or (in any other case) to any address of the
Buyer set out in any document which forms part of the Contract or such other
address as shall be notified to the Seller by the Buyer.
Communications shall be deemed to have been
received:
if
sent by pre-paid first class post, two Business Days after posting (exclusive
of the day of posting); or
if
delivered by hand, on the day of delivery; or
if
sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time
of transmission and otherwise on the next Business Day.
Communications addressed to the Seller shall be
marked for the attention of Sales Director.
Force Majeure
In the event that either party is prevented from
fulfilling its obligations under this Agreement by reason of any supervening
event beyond its control including but not limited to war, national emergency,
flood, earthquake, strike or lockout (subject to Sub-clause 17.2) the party
shall not be deemed to be in breach of its obligations under this Agreement.
The party shall immediately give notice of this to the other party and must
take all reasonable steps to resume performance of its obligations.
Sub-clause 17.1 shall not apply with respect to
strikes and lockouts where such action has been induced by the party so
incapacitated.
Each party shall be liable to pay to the other
damages for any breach of this Agreement and all expenses and costs incurred by
that party in enforcing its rights under this Agreement.
If and when the period of such incapacity
exceeds 6 months then this Agreement shall automatically terminate unless the
parties first agree otherwise in writing.
Waiver
No waiver by the Seller of any breach of the Contract by the
Buyer shall be considered as a waiver of any subsequent breach of the same or
any other provision.
Severance
If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the validity of
the other provisions of these Conditions and the remainder of the provision in
question shall not be affected thereby.
Third Party Rights
A person who is not a party to the Contract shall have no
rights under the Contract pursuant to the Contracts (Rights of Third Parties)
Act 1999.
Governing Law and Jurisdiction
The Contract shall be governed by the laws of England and the
parties agree to submit to the exclusive jurisdiction of the English courts.