1) APPLICATION OF TERMS AND CONDITIONS
These conditions govern the sale and purchase of goods ordered by Buyer from Seller (“the goods”) and shall override any terms and conditions whether previously or hereafter stipulated incorporated or referred to by Buyer whether orally in its purchase order or other documents.
a) Any time for delivery named by Seller is an estimate only and Seller is not liable to make good any damage or loss arising out of any such delay.
b) Delivery shall be deemed to have been made if Seller delivers the goods to the location specifi ed by the Buyer and Delivery Order is endorsed by any person present thereat. Seller not responsible to ensure the goods have been delivered to or is collected by Buyer or its authorised personnel and shall not be liable for any loss or damage to Buyer by reason of unauthorised
collection of the goods.
c) Should Buyer fail to take delivery of goods, Seller shall be entitled (without derogation of its rights under Law) to charge Buyer for storage and insurance for the goods calculated from the date fi xed for delivery.
d) The Seller reserves the right to deliver the goods by instalments and each instalment shall be deemed to have been sold under a separate contract. Failure to deliver any instalment shall
not entitled the buyer to repudiate the contract.
e) Off loading and/or handling will in all events be the responsibility of the Buyer.
f) If the goods to be delivered are, at the Buyer’s discretion, delivered to the destination other than the Buyer’s premises, the Seller will arrange such delivery for the Buyer and all costs for
carriage and insurance will be to the Buyer’s account.
g) Availability of the goods when offered ex-stock is subject to such goods being sold in another transaction between the date when the Seller advises the goods are available, and the
date when it receives the Buyer’s order. Any delivery time offered for products made to special customer order is indicative only, and the Seller shall not be liable for any loss or damage
whatsoever arising as a consequence or result of any such failure to deliver.
The quoted prices for the goods are subject to change in the event of any imposition of or increase in taxes, levies or duties whatsoever on the goods, its components or raw materials.
Payment for the goods shall be made within the time stipulated in the invoice. Interest at 1.5% per month will be charged on late payment.
5) TIME OF THE ESSENCE
Time within which the Buyer is to pay for the goods shall be of the essence of this Contract.
Buyer shall inspect the goods immediately upon delivery. Unless Seller receives notice that the goods are not in accordance with the Buyer’s order and the goods returned to Seller within
24 hours from the date of delivery, the goods shall be deemed to have been accepted by the Buyer PROVIDED ALWAYS Seller will not accept return of used goods and Buyer shall not reject any goods which are in accordance with the Buyer’s order.
Notwithstanding any description of the goods given by the Seller or Buyer, no sale of goods shall constitute or be construed as a sale by description.
Save and except for written warranties (if any) given by Seller, the Seller does not give any warranties as to the quality, state, condition or fi tness of the goods or their suitability for any purpose
or for use under any specifi c conditions, notwithstanding that such purpose or condition may be known or made known to Seller.
Save and except as notifi ed pursuant to Clause 6) above, Seller shall be under no liability to Buyer either in contact or tort for loss, injury or damage sustained by Buyer or any third party by
reason of defects in the goods whether latent or otherwise but Buyer will keep Seller indemnifi ed against any such claim.
Title to the goods remains vested in Seller until Seller receives the full purchase price. If such payment is overdue, the Seller may without prejudice to any other rights sue for the purchase price,
recover or re-sell the goods and the Buyer grants the Seller, its servants/agents the right and/or licence to enter the Buyer’s premise and/or any other premise where the goods are stored. If any
of the goods are sold by Buyer before title has passed to Buyer, Buyer shall hold the proceeds of sale and all rights against purchaser in trust for Seller.
Risk passes to Buyer upon delivery of goods to Buyer.
If Buyer fail to pay Seller on due date, commits a breach of any of its obligation herein, becomes insolvent or commits an act of bankruptcy, Seller may without prejudice to its other rights and
without giving any notice, suspend/cancel further deliveries, stop any delivery in transit under this Contract or any other contracts and/or limit/cancel the Buyer’s credit as to time and/or amount
for executed, executory or future orders, and/or request for securities or guarantees. Seller shall not be liable to Buyer for any damages which Buyer may suffer or incur by reason thereof.
13) CANCELLATION OF CREDIT
Notwithstanding anything herein contained, Seller reserves the right to limit/cancel the credit of the Buyer as to time and/or amount without giving any reasons thereof and to demand full settlement immediately of all sums that may be owing by Buyer notwithstanding that the credit period has not expired.
14) FORCE MAJEURE
Seller shall not be liable to Buyer for failure to deliver the goods by reason of any breakdown of plant, fi re, explosion, Act of God, or outbreak of hostilities, national emergency, industrial disputes, shortage of labour, raw materials, energy or any causes beyond Seller’s control and which Seller is unable to prevent by the exercise of reasonable diligence, whether of the class of causes enumerated herein or not.
15) APPROPRIATION OF PAYMENTS
All payments received from the Buyer will be applied towards settlement of the Buyer’s oldest debts comprising of the earliest invoices, debit notes (including debit notes for overdue interest) and other charges howsoever arising PROVIDED ALWAYS Seller may appropriate any payments towards account of interest before principal in respect of any debt as the Seller shall in its absolute discretion deem fi t.
16) STATEMENT OF ACCOUNT
All amounts stated in the invoices and statement of accounts of Seller shall be conclusive of the amounts due and owing by Buyer to Seller and shall be binding against Buyer in any legal proceedings.
17) RIGHTS OF SET-OFF
Seller entitled to set-off against Buyer’s debts all monies now or hereafter standing to the credit of Buyer’s account with Seller and for this purpose Buyer shall give irrevocable authority to Seller to collect on behalf of Buyer and give valid receipt and discharge in respect of all such monies owing to the Buyer.
No failure or delay by the Seller in exercising any rights hereunder shall operate as a waiver hereof nor shall any single or partial exercise of right preclude any further exercise thereof or the exercises of any other right.
19) SALE OF GOODS ACT (“the Act”)
The terms and conditions in favour of the Seller hereunder shall be in addition to and not in substitution for any term condition warranty expressed or implied in favour of the Seller under the Act or any statutory and re-enactment thereto for the time being enforced.
20) INFRINGEMENT OF PATENTS DESIGNS
Buyer shall indemnify Seller against all damages, claims, costs and expenses which Seller may become liable as a result or work done or goods sold in accordance with Buyer’s specifi cations which involves infringement of any patents, registered designs or trademarks.
Any notices, communications or demands shall be deemed to have been suffi ciently given if sent by prepaid post to the address of the addressee stated herein or to the addressee’s last known place of business and shall be presumed to have reached the address in ordinary course of post.
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