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| Conditions
of Sale |
1. a) Copely Developments Ltd., (the
Sellers herein) make no conditions
stipulation or warranty in respect
of the merchandise to be sold, whether
expressed or implied by statute, common
law or otherwise, and will not be liable
for any loss, damage or injury excepting
those as may be caused wholly through
negligence of the Sellers or their
employees. b) In the event of the Sellers
or any agent or employee of the Sellers
giving to the Buyers any technical
information or advice in respect of
or in connection with the goods, whether
given prior to or at any time after
delivery of the goods, or whether given
pursuant to contract or otherwise,
and whether in writing or orally, the
Sellers will not be liable for any
loss, damage or injury however caused
which may be sustained by the Buyers
or any other person as a result of
or in connection with the receipt of,
or action upon, any such information
or advice, except any such loss, damage
or injury as may be caused wholly by
the negligence of the Sellers or any
of their employees. c) Unless otherwise
stated all products are manufactured
to our standard manufacturing tolerances
which are available upon request. Tolerances
on make-up. Production Lengths +/-2%.
Special extrusion tolerances to be agreed between Buyer and Seller
Shore A hardness data are subject to a tolerance range of +/- 3 for thermoplastics
and +/-5 for elastomers. The Sellers
are not in any way liable for normal
commercial variations in finish, weight
and colour
2. No conditions or warranty
or stipulation is made in respect of
colour stability of plastics. Failure
on the part of the Buyers to give notice
in writing to the Sellers of a claim
prior to the expiration of a) 10 days
after despatch of goods, or b) 10 days
after the first reasonable opportunity
on the part of the Buyers to inspect
the goods, or c) 10 days after receipt
by the Buyers of notice of claim in
respect of the goods by any third party
against the Buyers shall constitute
a waiver by the Buyers of all claims in respect of such goods. No claim, however, shall be made by the Buyers hereunder later than three months after delivery of the goods in question. No charges or expenses incident to any claims will be allowed unless approved in writing by an authorised representative of the Sellers. Goods returned by the Buyers will not be accepted by the Sellers unless such return was previously approved in writing by the Sellers.
3. The description and illustrations contained in catalogues, price lists, brochures, leaflets or other descriptive material shall not form part of the contract and no representation, statement or report made by any employee or agent of the Sellers shall be binding on the Sellers.
4. Where the Sellers accept the return of any goods delivered under the contract, a reasonable time will be allowed to the Sellers to enable them to replace the goods returned.
5. The Sellers shall have the right to deliver up to 10% or less than the quantity stated.
6. Unless otherwise stated overleaf, the price of the goods shall be that ruling on the date of delivery. The Sellers reserve the right to alter their prices at any time prior to delivery, but In such circumstances the Buyers shall have the right to cancel the contract in respect of any goods not at the time delivered.
7. When goods are sold on CIF terms, any alteration in the rates to marine freight and insurance between dates of order and shipment shall be for the account of the Buyers, unless otherwise stated overleaf.
8. Any tools, dies or moulds prepared by the Sellers at the cost of the Buyers for the manufacture of the goods specified overleaf shall, at all times, remain the property of the Sellers.
9. All monies clause:-
(i) The risk in the goods shall pass from the Seller to the Buyer upon delivery of such goods to the Buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the goods were delivered.
(ii) No property in any of the goods delivered hereunder shall pass to the Purchaser until the purchase price shall have been paid in full. Until the purchase price is paid in full the Purchaser shall be a bailee of the goods and shall store them in such a way that they are kept separate and can be recognised as the property of the Company.
(iii) Until the payment in full of the purchase price of the goods, the Purchaser shall have no right to sell, pledge, mortgage, create any right over the goods in favour of a Third Party binding the Company otherwise part with possession of the goods. Should the Purchaser in breach of these conditions pass a valid title or any right to a Third Party which prevents the Company from regaining possession of the goods, the Purchaser shall hold all the proceeds of sale or transfer of such rights on trust for the Company.
(iv) During such time as the full purchase price of the goods shall remain unpaid the Company shall have an irrevocable licence to enter and seize the goods.
10. In the event of the Buyers failing to fulfil the terms of payment or if the Sellers shall have any doubt at any time as to the Buyers' financial responsibility, the Sellers may decline to make further deliveries except upon receipt of cash or security, satisfactory to the Sellers, without prejudice to any other rights of the Sellers.
11. The Sellers may forthwith repudiate the contract resulting from the acceptance of this order in the event of the happening of any of the following events:
Insolvency of the Buyers
The filing of a voluntary petition in bankruptcy
The filing of an involuntary petition to have Buyers declared bankrupt provided it is not vacated within thirty (30) days from the date of such appointment
The execution by Buyers or an assignment for the benefit of creditors
12. We, the company, reserve the right to charge you interest at the rate set under S.6 of the Late Payment Of Commercial Debts (interest) Act 1998 calculated on a daily basis from the date of our invoice until payment before and after any judgement, unless a court orders otherwise, but at least 5% per annum will be charged.
13. Deliveries or shipments may be wholly or partially suspended or delayed by acts of God, fire accidents, riot, civil commotions, hostilities, war, strikes, lock-outs, import/export restrictions, emergency regulations, breakdown of plant, non-delivery of raw material and other contingencies beyond the control of the Sellers, either similar to the foregoing or any other cause whatsoever which may prevent or hinder the manufacture, shipment or delivery of the goods. Any deliveries or shipments so suspended or delayed, shall be taken by the Buyers from
the termination of suspension at the same rate of delivery as specified on the face hereof (provided that the Sellers can deliver as the rate specified taking into consideration the Sellers' commitments to other customers) but should the period of suspension or delay exceed four months the contract will be deemed to be cancelled on the expiration of such period.
14. This contract is not assignable or transferable, by the Buyers in whole or in part, except with written consent of the Sellers.
15. This contract contains all the terms and conditions with respect to the sale and purchase of the goods, therein overleaf, and no modification of these terms and conditions shall be of any force against the Sellers unless such modification is in writing and signed by the Sellers.
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