CONDITIONS OF SALE
1. DEFINITIONS
1.1 “The Company” means Orthene Chemicals Ltd.
1.2 “Goods” means the chemicals, oil, material or things or any of them to be supplied by the company.
1.3 “Purchaser” means the person, firm or company to whom the goods are supplied.
2. GENERAL
2.1 The Company sells Goods subject to these Conditions only, which override any terms issued by the Purchaser.
2.2 No change to these Conditions is valid unless agreed in writing by a Director of the Company.
2.3 No employee or agent may modify these Conditions without written Director approval.
2.4 These Conditions replace all previous Company Conditions.
3. OFFERS FOR SALE
3.1 Statements in price lists, catalogues or advertisements are not offers to sell.
3.2 Quotations constitute an offer to sell Goods as described and subject to these Conditions.
3.3 Quotations remain open for acceptance for 30 days unless stated otherwise and may be withdrawn at any time before acceptance.
4. PRICE
4.1 Prices shall be those stated in the Company quotation.
4.2 Prices are ex-works unless agreed otherwise.
4.3 Prices exclude VAT and applicable taxes or duties payable by the Purchaser.
4.4 No deduction or set-off may be made unless agreed in writing by the Company.
5. PAYMENT
5.1 Payment is due in full before or at delivery unless the Purchaser holds an account.
5.2 Account holders must pay in full by the 20th day of the month following invoice.
5.3 The Company may close accounts at any time and balances become immediately payable.
5.4 Time of payment is of the essence.
5.5 If payment is late:
a) Interest may be charged at 4% above Barclays Bank Plc Base Rate.
b) Delivery may be refused until payment is received.
c) Recovery costs may be charged to the Purchaser.
6. PROPERTY AND RISK
6.1 Purchaser confirms solvency before purchase.
6.2 Risk passes to Purchaser upon delivery.
6.3 Ownership remains with the Company until full payment.
6.4 Goods may be resold but proceeds must be held in trust for the Company.
6.5 If Purchaser becomes insolvent or defaults:
a) Possession rights end.
b) Company may repossess Goods.
c) Contract may be terminated.
d) Resale rights cease.
6.6 Company may pursue payment even if ownership has not transferred.
6.7 Purchaser may not create charges over Goods before ownership passes.
8. DEFECTIVE GOODS
8.1 Defects must be reported immediately.
8.2 Company may replace or refund defective Goods provided:
a) Visible defects reported within 14 days.
b) All defects reported within 12 months.
8.3 Replacement Goods remain subject to these Conditions.
8.4 Company accepts no further liability for defects.
9. ADVICE / INFORMATION
9.1 Company accepts no liability for advice given.
9.2 Purchaser is responsible for suitability of Goods.
10. LIMITATION OF LIABILITY
Liability shall not exceed £50,000 unless restricted by law.
11. FORCE MAJEURE
Company is not liable for delays caused by events beyond its control and may cancel or extend performance time.
12. PREVENTION OF EXCLUSION
Subject to Unfair Contract Terms Act 1977.
13. INDEMNITY
Purchaser indemnifies Company against third-party claims arising from Purchaser actions.
14. HEALTH & SAFETY
14.1 Safety information is available.
14.2 Purchaser must pass safety instructions to customers.
15. SUB-CONTRACTS
Company may subcontract.
16. ASSIGNMENT
Purchaser may not transfer the contract.
17. INTELLECTUAL PROPERTY
Purchaser indemnifies Company against IP infringement arising from Purchaser specifications.
18. WAIVER
Failure to enforce rights does not waive them.
19. SEVERANCE
Invalid provisions do not affect the remainder.
20. PROPER LAW AND JURISDICTION
20.1 Governed by English law.
20.2 Disputes subject to English Courts.
July 1993