1. GENERAL (a) Any Goods supplied by the Seller are subject to these Terms and Conditions of Sale which supersede all other Terms and Conditions, representations or undertakings made by the Buyer or the Seller whether during the course of negotiations between the Buyer and the Seller or whether before or after these Terms and Conditions. Acceptance of the Goods shall be deemed to be acceptance of these Terms and Conditions. (b) No agreements shall be effective to vary this contract unless agreed upon in writing by a Director of the Company.
2. DEFINITION OF TERMS (a) ‘Goods’ means subject to this clause. Goods of the description ordered or contained in the quotation and to be delivered hereunder. (b) The term ‘Buyer’ shall mean the Company, firm or person from whom a purchase order is accepted by Seller of Goods Forest UK Ltd.
3. DESCRIPTION OF GOODS (a) The Seller reserves the right to supply without notice, Goods which differ in specification, dimension, design or otherwise from the Goods ordered by the Buyer, provided such difference is not a material one. (b) Illustrations, photographs, descriptions and general literature relating to the Goods are intended as a general guide only and the Goods will not necessarily correspond in all respects with goods shown in the illustrations and photographs or described in the general literature.
4. DRAWINGS,PRINTS & SPECIFICATIONS Any technical drawings, prints and specifications supplied by the Seller under or in connection with a Quotation or the Contract shall remain the property of the Seller. The Buyer shall not copy them without prior written consent of the Seller and shall comply with the Seller’s reasonable requirements as to their use, return or otherwise.
5. PATENTS The Seller gives no warranty or indemnity in respect of any actual or alleged infringement of the patents, registered design, design copyright, or any other industrial property right relating to the Goods.
6. PRICE (a) The price shall be that ruling according to the Seller’s price list for the Goods, in force at the date of delivery, less such discount (if any) as agreed by the Seller and the Buyer in writing. (b) An additional charge will be made for returnable packaging which is not returned and for special packaging and for delivery where appropriate. (c ) The Seller reserves the right to invoice the minimum charge of £25 in the event of an order being received for less than this value to cover the cost of administration.Orders placed for a lesser value will be paid for by cash or cheque.
7. DELIVERY (a) The price shall be that ruling according to the Sellers price list for the Goods, in force at the date of delivery, less such discount (if any) as agreed by the Seller and the Buyer in writing. (b) The date of delivery is the Seller’s best estimate based on present information. The Seller shall not be liable for delay in delivery in any circumstances whatsoever (even if caused by the negligence of the Seller, it’s servants or agents) nor for any loss, damage or expense which the Buyer may suffer by reason of such delay. (c) Claims for Goods received in a damaged condition will only be considered if notified in writing to the Seller within 7 days of picking list/advice note date. (d) When deliveries are to be made direct to site, the Buyer warrants to the Seller that the site will be readily accessible to normal road transport at the date and time of delivery. (e) The Seller reserves the right to charge for any delays or extraordinary charges incurred during the course of delivery to the Buyers site or premises.
8. CANCELLATIONS Orders/part orders cannot be cancelled without the prior agreement and written consent of the Seller. Returned materials must be in a new and unused condition in the original packing where applicable. Credit for returned materials will be subject to a minimum charge of 15% at the discretion of the Seller.
9. PROPERTY (a) Property in the Goods shall not pass to the Buyer until the Buyer has paid in cash or cleared funds the whole of the price of the Goods and all other sums due and payable to the Buyer to the Seller. (b) The Buyer shall until property passes, hold the goods as fiduciary agent and bailee of Seller but the Buyer shall be authorised to resell the goods provided that he shall hold the proceeds of sale (or insurance monies, if the Goods are damaged or lost) as trustee for the Seller in a separate designated bank account. (c) At anytime after the Purchase Price has become due and remains unpaid or in the event of termination under sub-clause 14(a) or 14(b), the Buyer shall cease to have any interest in or right to possession of the Goods and the Seller for the purpose of exercising it’s rights as unpaid Seller and otherwise under this contract shall be entitled to enter any premises where the Goods are situated and to remove them at the Buyer’s expense. Seller’s rights as aforesaid shall apply whether or not Goods have been mixed. (d) The buyer shall keep the Goods identified as the Seller’s and separate from those of the Buyer or third parties until property passes. However, in the event of the Goods having been mixed, the Seller shall have right to sell the product in which the Goods have been mixed to deduct from the proceeds of sale the purchase price and the cost of sale and any other monies due hereunder and shall account to the Buyer for remainder of the proceeds of sale if any.
10. RISK Risk in the Goods shall pass on delivery or in the case of Goods to be collected from the Seller’s premises, at the time when Seller notifies Buyer that the Goods are ready for collection.
11. JURISDICTION The Law governing the Contract shall be the law of England. Any dispute arising out of or in connection with the Contract shall be submitted to the jurisdiction of the English Courts, except that the Seller may elect and be entitled to proceed in Scotland or Northern Ireland or any foreign jurisdiction whatever proceedings may lawfully be brought against the Buyer.
12. NOTICES Any notice may be served by either party on the other by leaving it at or sending it post, fax, telegram or telex to the address of that party contained in the order or quotation, or if none, at the Registered Office of the Seller and Registered Office or other place of business of Buyer. Such notice shall be deemed to be served when it would be received by either party in the normal course of transmission of post or otherwise.
13. FORCE MAJEURE (a) The Seller shall not be liable if manufacture or delivery is prevented, hindered or delayed by reason of strikes, sit-ins, trade disputes, lock-outs or any actual or threatened industrial action or by difficulty in obtaining labour, plant, materials or brought-in components, or by breakdown of plant or machinery (including transport), or by the interruption of power supplies, or by fire or by legal action by a third party (whether or not any of the aforesaid are caused by the negligence of the Seller its servants or agents) or by reason of any circumstance outside the Seller’s control which shall include but not be limited to war, civil riot, intervention by Government and all other case of force majeure. (b) If the manufacture or delivery of the full quantity due hereunder is prevented, hindered or delayed by reason of any circumstances within sub clause (a) then without prejudice to the exemption from liability under (a) the Seller shall be entitled either to apportion goods of the contract description at its discretion between the Buyer and the other customers of the Seller and to deliver the quantity so apportioned to the Buyer (delivery of which quantity shall constitute delivery in full the price to be adjusted prorata) or to with hold delivery until such time as the full quantity can be and is delivered hereunder.
14. TERMINATION OF THE CONTRACT (a) The Contract shall automatically terminate if the Buyer (being an individual or, in the case of a firm, any member thereof) commits any act of bankruptcy or has a receiving order made against him or has any process of distress or execution levied upon his goods or makes any arrangement with his creditors, before the property in the Goods has passed to the buyer hereunder. (b) If the buyer (being a Limited Company) has a Receiver or Administrator or other like Officer appointed of its assets or goes into liquidation whether compulsory or voluntary or ceases to carry on business, or if the Seller reasonably considers that any of the said events is about to occur, before the property in the Goods has passed to the Buyer, then the Seller may terminate the contract forthwith by notice in writing. (c) Termination under this Clause or under 16 hereof shall be without prejudice to the Seller’s right to recover damages for any breach of contract to the Buyer.
15. VARIATIONS (a) The Seller agrees to carry out any reasonable variation to the previously agreed specifications and drawings which is requested in writing by the Buyer or his agent and accepted in writing by the Seller. Such variation will be subject to a separate charge. (b) When specified or agreed materials are not readily available the Seller in addition to it’s rights under Clause 3 shall be entitled to substitute other materials which it deems suitable without prior notice to the buyer.
16. TRADE NAMES AND TRADE MARKS (a) The Buyer undertakes not to hold himself out in any circumstances or in any manner whatsoever as having authority to sell, service, maintain or deal with the Goods as Agent or Dealer or other authorised representative of the Seller. (b) In particular and without prejudice to (a) the Buyer undertakes not to use or reproduce any trade name or registered trade mark of the Seller on goods, premises, vehicles, letter headings and other stationery, sales literature or in any way whatsoever and not to do or authorise to be done, any other act to which Section 6 (2) of the Trade Marks Act 1938 (or any Statutory Amendment or re- enactment thereof) applies. (c) The Buyer’s undertakings under this clause are conditions of this contract so that any breach thereof shall entitle the Seller to terminate the Contract and recover damages in respect of all loss, damage and expense occasioned thereby. The Seller at its option shall be entitled to recover the profit made by the Buyer during the period of the breach from sales, servicing, maintenance and other dealings with Goods manufactured by the Seller. (d) Notwithstanding Clause 1 (b) of these Conditions no document purporting to authorise the Buyer to do any act which would otherwise be a breach of the Buyer’s undertakings under this Clause or purporting to consent thereto on behalf of the Seller shall be binding on the Seller unless it is formal licence agreement bearing the Seller’s Corporate Seal.
17. PAYMENT (a) The agreed terms of payment shall be 30 days from date of invoice unless otherwise agreed in writing between Buyer and Seller and must be strictly observed. Any query must be notified to the Seller, in writing within 7 days of the invoice date. If any sum due thereunder is not paid in full by the due date or if before such date the Buyer is unable or unwilling to make such payment in full then the Seller shall have the right to terminate the Contract forthwith whereupon Clause 9 (c) shall apply. (b) The Seller reserves the right to charge interest at 4% above Lloyds Bank rate or the statutory interest rate on all sums not paid by the due date.
18. PERSONNEL (a) The Buyer undertakes that they will not permit any person to operate or assist in the operation of the Goods unless such person has been fully trained and is competent in operating the Goods to a satisfactory standard. (b) The Seller shall not be under any liability whether in contract, tort or otherwise in respect of any damage or loss resulting from the incorrect operation of the Goods by untrained personnel.
19. WAIVER No failure by the Buyer or Seller to enforce these Terms and Conditions shall constitute a waiver of rights thereunder.