1. GENERAL
1.1 In theseConditions:
1.1.1 the following expressions shall have the following meanings:
SIGNO NANOCARE UK LTD – TERMS & CONDITIONS OF SALE
any circumstances be responsible for any direct or consequential loss or damage of any kind whatsoever resulting therefrom.
The Seller may wholly or partly suspend deliveries of Goods and/or provision of Services and the Buyer shall accept late
delivery of such Goods and/or provision of Services unless the Buyer has cancelled the Contract in accordance with the
“Buyer” the individual firm company or other party from whom an Order to Supply Goods and/or provide
Services is received by the Seller
“Conditions” the standard terms and conditions of sale of the Seller as set out herein and includes any
additional terms and conditions of sale agreed in Writing by the Seller
“Contract” a contract for the Supply of Goods and/or provision of Services by the Seller to the Buyer
whether made verbally or in Writing
“Date of Delivery” the date on which delivery of the Goods or Services takes place pursuant to Condition 6
“Goods” the goods which the Seller is to supply under the Contract and includes any of them or any part of
them and where the context so admits includes raw materials and/or processed materials whether processed by
the Seller or not
“Order” an order placed by the Buyer for the Supply of Goods and/or provision of Services whether verbally
or in Writing
“Prepayment” a payment to be made by the Buyer pursuant to Condition 5.3 to be used at the Seller’s
discretion for the purchase of materials and/or towards the costs of labour and other costs relating to the
supply of Goods and/or Services
“Recommendations for Use” the recommendations (if any) relating to the storage, handling, application
and/or use of the Goods contained in the published literature of the Seller or any recommendations made in
Writing by an authorised representative of the Seller
“Seller” Signo Nanocare UK Limited (Company Number 07673104) and any subsidiary or holding company
or associate (as such terms are defined in the Companies Act 1985 (as amended)) of the said company and
also, where the context so permits, any sub-contractor of the said company or of any subsidiary or holding
company or associate (as aforesaid) of the said company
“Services” the work or services or any of them to be provided by the Seller under the Contract
“Supply” includes, where the context so admits, lease, hire or loan of the Goods and “supplied” shall be
construed accordingly
“Writing” includes facsimile transmission, e-mail and comparable means of communication
1.1.2 words importing the singular number shall include the plural and vice versa, words importing one gender shall
include all genders, and words importing persons shall include bodies corporate, unincorporated associations and
partnerships
1.2 The Seller reserves the right where there has been no previous course of dealings with the Buyer to insist that the
Buyer notifies it in Writing of the full name and address of the Buyer and all its branches and where the Buyer is a
limited company the full names and addresses of all its directors and the names and addresses of three persons firms
or companies with whom the Buyer has had trade dealings and the names and addresses of the Buyer’s bankers and
accountants or auditors (as applicable) together with authority in Writing for the Seller to contact all of the same for
appropriate references. If the information is not provided within seven days of a request therefor by the Seller or if,
following the provision of such information, the Seller is unable to obtain satisfactory trade indemnity or similar
cover in respect of its dealings with the Buyer, the Seller may terminate the Contract and the rights and liabilities of
the parties shall be the same as if theContract had been cancelled in accordance with the provisions of Condition 9.2
1.3 In relation to all obligations of theBuyer under these conditions, the time of performance is of the essence
2. ORDERS, ACKNOWLEDGEMENTS, CONDITIONS AND VARIATIONS
2.1 Notwithstanding that the Seller may have given a detailed quotation or estimate either verbally or in Writing no Order
shall be binding on the Seller unless and until it has been acknowledged in Writing by the Seller or the Goods are
delivered or the Services are provided by the Seller to the Buyer pursuant to the Order. Any quotation given is, in
any event, only valid for 30 days from the date on which it is given to theBuyer
2.2 These Conditions are incorporated in the Contract and contain the entire obligations between the Seller and the
Buyer. In the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions
and any Order, letter or form of contract sent by the Buyer to the Seller, whatever may be their respective dates, the
provisions of these Conditions shall prevail. In the event of the Seller entering into the Contract without the Seller
having submitted a written quotation or other letter or document incorporating or referring to these Conditions but in
circumstances where the Buyer has had prior notice of these Conditions then all Goods supplied and/or Services
provided shall be subject tothese Conditions
2.3 No variation of the Contract by the Buyer shall be binding upon the Seller unless made in Writing and signed on
behalf of the Seller. In the event of such variation the Buyer shall indemnify and keep indemnified the Seller in full
against all loss, which term shall include (but without prejudice to the generality thereof) loss of profit, costs
(including the cost of labour and materials), damages, charges and expenses incurred (directly or indirectly) by the
Seller as a result of suchvariation
2.4 Any representations (except fraudulent misrepresentations) or warranties made by or on behalf of the Seller prior to
theContract (whether verbally or in Writing) are hereby expressly excluded and shall be of no effect
3. DESCRIPTION
3.1 Any figures, statements, descriptions, illustrations, photographs, drawings, weights or any other matters contained in
the Seller’s catalogues, pamphlets, price lists or advertising literature are not guaranteed to be accurate and are
intended merely to represent a general picture of the Seller’s products and services and shall not form part of the
Contract nor be regarded as a warranty or representation relating to theGoods or Services
3.2 The Seller reserves the right to amend the specification of its products and services from time to time so that the
descriptions thereof as set out in its catalogues pamphlets price lists or advertising literature may not be identical with
those set out in the Seller’s quotation and the Buyer is advised to check the specification set out in the Seller’s
quotation before placing itsOrder
3.3 To enable the Seller to pursue its policy of continuous improvement of its products the Seller shall be entitled to make
any alterations which it considers to be reasonable in the specification of materials designs or dimensions as set out in
the quotation or acknowledgement of Order form whether before or after the making of theContract
4. DESIGNS, BUYER’S PROPERTY AND INTELLECTUAL PROPERTY
4.1 The Buyer acknowledges that the Seller shall be under no liability of any description to the Buyer if the Goods prove
to be unsuitable for whatever reason for application or use notwithstanding that the Seller may, at the request of the
Buyer, have given in good faith technical or other advice in relation to the proposed application or use of the Goods
and the Buyer shall indemnify and keep indemnified the Seller in full against any and all liability of any kind arising
out of or connected with the application or use of the Goods in accordance with the Buyer’s specification, pattern or
design or otherwise
4.2 In the event of any goods or materials or other property being supplied by or on behalf of the Buyer to the Seller for
carrying out the Contract either at the Seller’s premises or elsewhere such items shall remain at the Buyer’s risk at all
times whilst they are in the Seller’s premises or in transit to and from its premises or otherwise under its control. The
Seller, its servants and agents will not be responsible for any loss thereof or damage thereto unless such damage or
loss is due directly to the negligence of the Seller, its servants or agents and in any event the Seller’s liability therefor
shall be limited at the option of the Seller to the replacement or repair thereof or the payment to the Buyer of the open
market value thereof. Under no circumstances whatsoever will the Seller be liable for any consequential loss or
damage arising therefrom. The Buyer is advised to insure all such property for all risks
4.3 The Buyer shall indemnify and keep the Seller indemnified in full against any loss, damage or expense which the
Seller may incur arising directly or indirectly as a result of any defects in such goods or materials or other property
supplied by the Buyer pursuant toCondition 4.2
5. PRICE
5.1 The Seller shall be entitled to adjust the Contract price of the Goods and/or Services whether before or after the
making of the Contract in the event of any variation in the cost to the Seller of supplying the same or any part thereof
caused by:
5.1.1 any increase in the cost of materials or services required by the Seller for the completion of the Contractor
5.1.2 any other reason whatsoever beyond the control of the Seller including (but without prejudice to the generality of the
foregoing) fluctuations in exchange rates between monetary currencies the action of any government or any other
authority or any labourproblems
5.2 The price set out in the Seller’s quotation does not include Value Added Tax which will be charged at the rate
applicable at the dateof invoice
5.3 In the Seller’s absolute discretion, a Prepayment in respect of the Contract may be required to be paid by the Buyer to
the Seller on the terms set out in this Condition. The Prepayment shall be applied as follows:
5.3.1 in the event that the Contract is performed in full by both parties the Prepayment shall be retained by the Seller in
reduction of the total price payable by theBuyer under theContract
5.3.2 in the event that the Buyer is either in default of any of its obligations under the Contract or cancels or suspends the
contract in accordance with Condition 9 the Prepayment shall be set off by the Seller against its proper costs losses or
damages arising in connection with the default and/or cancellation orsuspension
5.4 Unless otherwise stated, the price set out in the Seller’s quotation does not include the cost of packaging. Where
packaging is included, unless otherwise agreed, it will be to the Seller’s standard specification which should be
adequate for the normal incidence of competent handling, covered transport and short term indoor storage in a
temperate climate. If additional protection is required, the Buyer must specify this before the Contract is made
5.5 Unless otherwise agreed in Writing, the price does not include the cost of carriage to the contracted place of delivery
nor the cost of off-loading the Goods nor the cost of installation of the Goods which should be arranged by the Buyer
at its sole risk and expense. The Seller will endeavour to expedite delivery if requested so to do by the Buyer who
must specify in Writing the means of transport to be used but the Buyer shall reimburse the Seller for all additional
costs the Seller incurs thereby. The Buyer also agrees to pay for any loss or extra cost incurred by the Seller through
the Buyer’s faulty instructions, lack of instructions or any failure or delay of the Buyer in taking delivery or any act or
default on the part of the Buyer, its servants, agents oremployees
6. DELIVERY
6.1 Delivery of Goods shall be deemed to be effected by the Seller at the following times:
6.1.1 where Goods are delivered by the Seller, when the same arrive prior to unloading at the Buyer’s premises or at
premises nominated by theBuyer or at the nearest accessible road point to such premises
6.1.2 whereGoods are delivered by an independent carrier, at the time of loading onto the carrier’s vehicle
6.1.3 where Goods are collected by or on behalf of the Buyer by its servants or agents, when the same arecollected
6.2 Delivery of Services shall be deemed to be effected by the Seller at the time of completion by the Seller of the
Services
6.3 Whilst the Seller will make every reasonable effort to complete the Contract by the date or dates therein specified for
delivery of Goods and/or provision of Services such date or dates shall only constitute the times by which the Seller
expects to effect such delivery and if no time is agreed delivery and/or provision will be within a reasonable time but
the time for performance of the Contract by the Seller shall not be of the essence of the Contract, the Seller’s failure to
so deliver and/or provide by the due date or dates shall not constitute a breach of Contract and the Seller shall not in
provisions of Condition 9.3
6.4 Neither of the parties shall be responsible to the other for any delay in performance or non-performance due to any causes
beyond the reasonable control of the parties, but the affected party shall promptly upon the occurrence of any such cause so
inform the other party in Writing, stating that such cause has delayed or prevented its performance under the Contract and
thereafter such party shall take all action within its power to comply with the terms of the Contract as fully and promptly as
possible
7. QUANTITIES INSTALMENTS AND STORAGE
7.1 Where Goods are delivered and/or Services are provided by instalments each instalment shall be deemed to be sold under a
separate Contract and the party in default in respect of any instalment shall be liable accordingly, but no default in respect of
any one instalment shall affect due performance of the Contract asregards other instalments
7.2 The Seller will endeavour to deliver the quantity of Goods ordered and every delivery shall be deemed to comply with the
Order. If there is a surplus or shortage of Goods which is so slight that it would be unreasonable for the Buyer to reject
delivery of them theBuyer shall be deemed to have accepted the Goods and shall pay for the actual quantity delivered
7.3 If Goods and/or Services are to be delivered and/or provided by instalments, the Seller shall be entitled to invoice each
instalment as and when delivery and/or provision is made and payment for all delivered and/or provided instalments shall be
due notwithstanding the non-delivery and/or non-provision of other instalments or other default by the Seller. Failure by the
Buyer to make payment by the due date for any one instalment for whatever reason shall entitle the Seller to suspend deliveries
of Goods and/or provision of Services under the Contract but without prejudice to any other right the Seller may have under
any of the other provisions of theseConditions
7.4 Notwithstanding that risk shall have passed to the Buyer pursuant to Condition 16 the Seller may in its absolute discretion
arrange for storage of the Goods either at the request of the Buyer or as a result of the failure by the Buyer to take delivery of
the Goods under Condition 6. The Seller may insure the goods whilst in storage and the Buyer shall indemnify and keep
indemnified the Seller in full against all costs, losses, damages and expenses whatsoever arising in connection with the storage
provided for hereunder and such costs, losses, damages and expenses will be added to and form part of the price of theGoods
7.5 Unless otherwise agreed between the Buyer and the Seller, the Seller shall be entitled in its absolute discretion and without
giving prior notice to the Buyer at the expiration of 3 months to sell or otherwise dispose of Goods kept in storage as provided
in Condition 7.4
8. TERMS OF PAYMENT
8.1 Unless otherwise agreed the price shall be due and payable at the Seller’s offices by one of the following means:
8.1.1 in sterling 30 days after the Date of Delivery or
8.1.2 if earlier, in sterling 30 days after the Buyer is sent a notification that the Goods are in a deliverable state and/or that the Seller
is ready, willing and able to provide the Services or
8.1.3 by such other means as shall be agreed in Writing by the Seller
However, the Seller reserves the right to require payment immediately on delivery of the Goods and/or completion of the
Services or on sending notification that the Goods are in a deliverable state or that the Seller is ready, willing and able to
provide the Services if the Buyer has previously failed to make any payment owing to the Seller on the due date or if the Buyer
has failed to provide the information or letter of credit referred to in Condition 1.2 in accordance with the provisions of that
Condition or if the Seller has received unsatisfactory credit rating information relating to the Buyer
8.2 If theBuyer does not pay the whole or any part of the price on the required day then theBuyer shall pay to the Seller interest on
the amount outstanding from the required day until the actual date of payment at the rate of 4% p.a. over the base rate of
Barclays Bank plc from time to time in forcewhich shall accrue on a daily basis
8.3 So long as any payment due from the Buyer to the Seller is outstanding, whether under the same or any other Contract or
transaction, the Seller shall have a general lien on any Goods and any other property of the Buyer in its possession for whatever
purpose and whether worked upon or not and it shall be entitled to retain them and/or suspend work on any Contract. Further,
the Seller shall be entitled on the expiration of not less than 14 days notice in Writing to the Buyer to dispose of such property
and to apply the proceeds towardssatisfaction ofsuch debts
8.4 Condition 14 shall apply in the event of any alleged defect or failure in or of the Goods and/or Services and the Buyer shall not
delay or refuse to make payment in any such event
8.5 The Buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any disputed claim by the
Buyer in connection with the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract
to the Seller any amount which is not then due and payable by the Seller or for which the Seller disputes liability
9. SUSPENSION AND CANCELLATION
9.1 If the Buyer shall fail to give delivery instructions for or take delivery of the Goods at the time agreed (if any) or if no time is
agreed within a reasonable time and/or promptly and diligently carry out any requisite inspections of the Services or make any
payment when it becomes due (either under the Contract or under any other Contract between the Seller and the Buyer) or shall
commit any other breach of the Contract and fail to remedy the same within 7 days of receiving the Seller’s request in Writing
so to do or any distress or execution is levied upon any goods or property of the Buyer or the Buyer makes any voluntary
arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt
or (being an incorporated company) passes a resolution for winding up (otherwise than for the purposes of amalgamation or
reconstruction), or a Court makes an order to that effect, or an encumbrancer takes possession, or an administrative receiver or
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 is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, 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,
the Sellermay:
9.1.1 stop any Goods in transit and suspend further deliveriesand/or
9.1.2 suspend work on the Contractand/or
9.1.3 hold by way of a general lien all materials or other property of the Buyer in the possession of the Seller in respect of work
carried out or to be carried out by the Seller for the Buyer or for the general balance of account for the time being owing to the
Seller by the Buyer and/or
9.1.4 determine the Contract forthwith and if the Goods and/or Services, or any part of them have been delivered and/or provided but
not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to
the contrary
but without prejudice to the Seller’s right to any unpaid price for Goods delivered and/or Services provided under the Contract
and to damages for loss (both direct and consequential) suffered in consequence of such determination
9.2 If the Buyer requires cancellation of the Contract this will only be accepted at the sole discretion of the Seller and unless
otherwise agreed in Writing only upon condition that any costs, charges or expenses (both direct and consequential) incurred by
the Seller up to the date of cancellation and the value of all loss or damage (both direct and consequential) incurred by the Seller
by reason of such cancellation will be reimbursed by the Buyer to the Seller forthwith. Acceptance by the Seller of any
cancellation by theBuyer will only be binding upon the Seller if it is made in Writing
9.3 In the event of the Seller other than in any of the circumstances set out in Condition 9.1 being prevented or hindered from
completing the Contract either wholly or in part in accordance with the terms thereof for any reason whatsoever beyond its
reasonable control which, for the avoidance of doubt and without prejudice to the generality of the foregoing, shall include
governmental action, war, riot, civil commotion, fire, flood, epidemic, labour disputes (including labour disputes involving the
work force or any part thereof of the Seller or Supplier), restraints or delays affecting shipping or carriers, currency restrictions
and Act of God then further performance of the Contract shall be suspended for the period during which the Seller is so
prevented provided that in the event of the Contract being suspended for a continuous period of more than 3 months then either
party may give the other notice in Writing to terminate the Contract forthwith and in such circumstances the Buyer shall pay
for all Goods supplied and/or Services provided to the date of such termination such payment to be made on or before the last
day of the month following the month during which termination was effected. The Seller shall be under no liability whatsoever
to the Buyer for any direct or consequential loss or damage suffered by the Buyer as a result of the Seller’s inability to perform
its obligations under the Contract in thesecircumstances
9.4 If the Seller shall be prevented from delivering any of the Goods and/or providing any of the Services in accordance with the
Contract as a result of delay or default on the part of the Buyer or any other reason beyond the Seller’s reasonable control and
the Contract is not cancelled in accordance with the other provisions of this Condition 9, the Seller shall be entitled to
reschedule the date or dates for delivery of those Goods and/or provision of those Services to the time or times it shall
reasonably require taking into account its commitments to third parties. The Seller shall also be entitled to be paid insurance,
handling and storage charges for Goods and such costs shall be added to and form part of the price for the Goods in the event
ofsuch delay or default by theBuyer and notwithstanding Condition 16 such Goods shall be at the sole risk of theBuyer
9.5 The Seller’s rights contained in Condition 15 (but not with the Buyer’s rights) shall continue beyond the discharge of the parties’
primary obligations under the Contract consequent upon itstermination
9.6 The termination of the Contract for whatever reason will be without prejudice to the rights and duties of either party accrued
prior to termination
10. APPLICATION AND/OR PROVISION OF SERVICES
10.1 When the Contract provides for the Seller to supervise application of the Goods by the Buyer the Seller will supply the
necessary competent personnel for supervision purposes only and shall on written agreement agree to supply any necessary
equipment and tools. Unless otherwise agreed, the Buyer will supply all other necessary labour, equipment and tools for the
application of theGoods
10.2 When the Contract provides for actual application by the Seller and/or provision of Services, the Seller will supply all
necessary personnel and tools for the application of the Goods and/or the provision of Services according to the details specified
in its quotation
10.3 Where application services or Services are to be provided under Condition 10.1 or Condition 10.2, unless otherwise agreed in
Writing the Buyer will be responsiblefor:
10.3.1 all necessary preparation of the site including all work to buildings and structures
10.3.2 the proper unloading, safe-keeping and insurance of the Goods from the time of delivery
10.3.3 the provision of scaffolding, lifting and any other equipment (excluding tools) and all services required to apply the Goods or
provide the Services
10.3.4 any work whether preparatory to installation or provision of the Services or in the application or provision itself not specifically
included in the Seller’s quotationand
10.3.5 giving the Seller access to and possession of the site at such time and in such state as may enable it to complete the application
or provision of the Services within anyagreed time limit
10.4 If the Buyer fails to provide all or any of the items referred to in Condition 10.3 when the Seller reasonably requires them or to
its reasonable satisfaction, then having given the Buyer a reasonable opportunity to remedy such failure the Seller may in its
discretion and at its sole option arrange for the provision of such item or items as it may require and such expense as may be
incurred in providing such item or items shall be payable by theBuyer on demand
10.5 The Buyer warrants that where the Goods are to be applied and/or the Services are to be performed in or at the premises of any
third party it has full and proper authority for the Seller to enter the premises of that third party to apply the Goods and/or
perform the Services and undertakes with the Seller to inform it forthwith in the event of any suspension or termination of
that authority
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11. Condition 15 and concedes the rights of the Seller under it as if the Contract was made by the third party directly with the Seller
EXTRA COSTS 15.13 The Seller will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property
11.1 The Buyer will pay to the Seller any extra costs that it incurs as a result of any variation delay or suspension of work in the Goods has not passed
arising from any act or omission of the Buyer or any other contractor employed by the Buyer or any other 16. RISK AND INSURANCE
circumstance for which the Seller is not responsible 16.1 The risk in the Goods shall pass to the Buyer at the time of delivery as provided for in Condition 6
12. ADDITIONAL GOODS/SERVICES 16.2 Notwithstanding the reservation of title contained in Condition 15, the Buyer shall insure the Goods and/or any products made
12.1 Where the Buyer requires Goods and/or Services to be provided in addition to those set out in the Contract but as a wholly or partly therefrom for the full amount of the price payable under the Contract with an insurance office of repute from
part of the Contract, the Buyer shall place an Order in Writing therefor and upon acceptance in Writing by the Seller the time of delivery of the Goods until the date title in the Goods passes to the Buyer pursuant to Condition 15.1 and procure
of such Order the provisions of these Conditions shall apply to those additional Goods and/or Services that the interest of the Seller as the owner of the Goods is noted on the policy of such insurance and produce such policy to the
13. CLAIMS FOR DAMAGE IN TRANSIT/SHORTAGES/DEFECTS AND EXCLUSION OF BUYER’S Seller for inspection on demand
RIGHTS OF REJECTION 17. TESTS
13.1 Where the Seller is responsible under the Contract for delivery and subject to the provisions of Conditions 7.2 and 17.1 When the Buyer requests the Seller to carry out tests upon the Goods, the Seller will comply with such request provided that it
14.1, the Seller undertakes to make up any shortage or to repair or at its discretion replace free of charge any Goods is reasonably practicable so to do and the Buyer shall reimburse the Seller for all additional costs the Seller incurs thereby. The
which are defective Buyer’s request in Writing to be present or represented at any such test will be granted and the Buyer will be deemed to have
13.2 For the purposes of this Condition 13.2 the Buyer shall inspect the Goods within 7 days and whether or not the Buyer accepted the Goods as satisfactory unless the Buyer notifies the Seller in Writing within 3 working days of the conclusion
carries out such obligation to inspect no claims for non-delivery, shortages in quantity of units delivered, defective thereof that in its reasonable opinion (and setting out in the notice its reasons) any such test is not satisfactory. If a time is
Goods, partial loss or damage to Goods will be accepted by the Seller unless: agreed between the Seller and the Buyer for any such test and a representative of the Buyer fails to attend thereat the Buyer
13.2.1 they are notified in Writing by the Buyer to the Seller (with a copy to the carrier if the Seller’s own vehicles were not shall be deemed to accept that such test carried out by the Seller is satisfactory. The Buyer shall supply to the Seller at the
used) within 7 days after the Date of Delivery (in the case of partial loss, damage or defective Goods) or 14 days Buyer’s cost any jigs tools gauges or other equipment which are not included in the Contract but which are necessary to carry
after the date of the invoice (in the case of non-delivery) out any such test
13.2.2 the Goods in respect of which a claim is made together with the packing are preserved intact as received for a period 17.2 The Seller shall not be obliged to provide a test certificate unless the Buyer requests such certificate a reasonable time in
of 21 days from notification of any such claim (or 35 days in the case of an export order) and the Buyer permits the advance of delivery and the Seller shall be entitled to charge the Buyer a reasonable fee for each certificate produced
Seller or its servants or agents full and free right of access to inspect the Goods and investigate the claim and 18. BUYER’S WARRANTIES
13.2.3 if the Buyer fails to give the appropriate notice as specified in Condition 13.2.1, the Buyer’s claim will be deemed to 18.1 The Buyer warrants to the Seller that:
have been waived and will be absolutely barred 18.1.1 the Buyer will apply or otherwise use or store the Goods strictly in accordance with the Recommendations for Use and with all
13.3 Section 3 Sale and Supply of Goods Act 1994 shall not apply relevant or applicable statutory or other regulations governing the installation, operation, use or storage of the Goods and
14. WARRANTY 18.1.2 the storage and transport facilities of the Buyer and all parts thereof and all equipment used in connection therewith is suitable
14.1 In substitution for all and any other rights which the Buyer might or would have had but for these Conditions and for storage (both short term and long term) and transport of the Goods and complies with any statute, regulation, bye law or
subject to Conditions 13.2 and 13.3, the Seller shall make good by replacement or, at its option, repair any failure other rule having the force of law and relating to the storage of goods of the nature of the Goods and
(fair wear and tear excepted) in the Goods and/or Services which, under conditions of proper use and maintenance, 18.1.3 the Buyer will ensure that the Goods are stored at temperatures appropriate to goods of that nature and will comply with any
results from defects in the Seller’s manufacture, design, materials or workmanship and which appears not later than recommendations as to the storage of Goods notified to it by the Seller from time to time and
[6] months after the date on which the Seller notifies the Buyer that the Goods are ready for delivery or, if there was 18.1.4 the Buyer will not remove or cause or permit to be removed any labels or notices which are required by any statute, regulation,
no such notification, the Date of Delivery or after the date on which the provision of the Services is completed bye law or other rule having the force of law to be attached to or displayed on goods of the nature or description of the Goods
14.2 Notwithstanding the provisions of Condition 14.1, in the case of a claim falling within Condition 14.1, the Seller whether when in transit or otherwise
reserves the right at its sole discretion to credit the Buyer in full the price paid by the Buyer to the Seller 18.2 The Buyer shall indemnify and keep indemnified the Seller in full against any claim, loss or damage (including, without
14.3 The Seller’s liability under this Condition shall automatically cease if: limitation, damage to the reputation of the Seller) arising directly or indirectly from any breach of the warranty contained in
14.3.1 the Buyer shall not have paid for all Goods supplied and/or Services provided under any Contract by the due date or Condition 18.1
is otherwise in breach of this or any other contract made with the Seller or 19. SEVERANCE
14.3.2 the Seller or its servants or agents are denied full and free right of access to the allegedly defective Goods and/or 19.1 If at any time any one or more of the provisions or part thereof of these Conditions becomes or is invalid, illegal or
Services or unenforceable in any respect under any law or is held by a court to be invalid, illegal or unenforceable, the validity and
14.3.3 the Buyer has not properly maintained the Goods or has not complied with any Recommendations for Use or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
14.3.4 the Buyer or any other person (other than the Seller its servants or agents or some person authorised by the Seller) 20. JURISDICTION
effects or attempts any repair or replacement or other rectification of allegedly defective Goods and/or Services or 20.1 These Conditions and each and every Contract made pursuant to them shall be governed by and construed in all respects in
14.3.5 the Buyer uses any spare parts or replacements not manufactured or provided by the Seller or accordance with the laws of England and the Seller and the Buyer hereby agree to submit to the non-exclusive jurisdiction of
14.3.6 the defect or failure is caused by a breach by the Buyer of its undertakings and warranties contained in Condition 14 the English Courts
or 21. NOTICES
14.3.7 the defect or failure is caused by wilful damage, neglect, mis-use, accident or abnormal working conditions or 21.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to
continued use after a defect has become apparent or that other party at its registered office or principal place of business or such other address as may at the relevant time have been
14.3.8 the Buyer has failed to notify the Seller in Writing of any defect or suspected defect within 14 days of the same notified pursuant to this provision to the party giving the notice
coming to the knowledge of the Buyer 21.2 Any notice given pursuant to clause 21.1 shall be deemed to have been served
14.4 THE WARRANTY SET OUT IN CONDITION 14.1 SHALL BE IN LIEU OF ANY WARRANTIES 21.2.1 if delivered by hand, on the first Business Day following delivery
CONDITIONS OR UNDERTAKINGS WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON 21.2.2 if sent by post, on the third Business Day after posting if the address of the recipient is in the country of despatch, otherwise on
LAW OR OTHERWISE HOWSOEVER WHICH WARRANTIES, CONDITIONS AND UNDERTAKINGS the seventh Business Day after posting
ARE HEREBY EXPRESSLY EXCLUDED, EXCEPT THAT SUCH EXCLUSIONS WILL NOT APPLY TO 21.2.3 if sent by facsimile transmission, on the first Business Day following successful transmission
ANY IMPLIED CONDITION THAT THE SELLER HAS OR WILL HAVE THE RIGHT TO SELL THE 21.3 In proving service it shall be sufficient proof, in the case of a notice sent by post, that the envelope containing the same was
GOODS WHEN THE PROPERTY IS TO PASS properly stamped, addressed and placed in the post and, in the case of a facsimile transmission, that it was properly addressed
14.5 THE SELLER’S RESPONSIBILITY IS LIMITED TO THE TERMS OF THE FOREGOING PROVISIONS OF and successfully transmitted
THIS CONDITION AND (EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY RESULTING 21.4 In this Condition 21, “Business Day” shall mean any day other than Saturday, Sunday or any other day which is a public
FROM THE NEGLIGENCE OF THE SELLER, ITS SERVANTS OR AGENTS) THE SELLER SHALL NOT holiday in the place at which such notice is left or to which such notice is despatched
BE LIABLE FOR ANY CLAIM FOR DIRECT OR INDIRECT CONSEQUENTIAL OR INCIDENTAL LOSS, 22. WAIVER
INJURY OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT) MADE 22.1 No waiver by the Seller of any breach of any provision of the Contract by the Buyer shall be considered as a waiver of any
BY THE BUYER OR ANY THIRD PARTY AGAINST THE SELLER ARISING OUT OF OR IN subsequent breach of the same or any other provision and the Seller shall not be prejudiced by any forbearance or indulgence
CONNECTION WITH ANY DEFECT IN THE GOODS AND/OR SERVICES WHETHER OR NOT SUCH granted by it to the Buyer
DEFECT IS DIRECTLY OR INDIRECTLY WHOLLY OR IN PART CAUSED BY THE ACT, OMISSION,
DEFAULT OR NEGLIGENCE OF THE SELLER, ITS SERVANTS OR AGENTS AND WHETHER OR NOT
SUCH DEFECT AMOUNTS TO A BREACH OF A FUNDAMENTAL TERM OR A PRIMARY
OBLIGATION OF THE CONTRACT OR A FUNDAMENTAL BREACH THEREOF
15. TITLE TO GOODS
15.1 In this Condition the following expressions shall have the following meanings:
“New Goods” means goods produced by the Buyer converting, incorporating or mixing the Goods with other goods
prior to the property in the Goods passing to the Buyer and includes any of them and any part of them
“Supplied Goods” means the Goods and the New Goods and includes any of them and any part of them
15.2 Until payment in full of all monies due and owing by the Buyer to the Seller on any account whatsoever has been
received full legal and beneficial ownership of the Goods shall be retained by the Seller notwithstanding that the risk
in the same shall pass to the Buyer at the time of delivery
15.3 The Buyer may convert or incorporate the Goods into or mix the Goods with other goods to produce the New Goods
prior to the property in the Goods passing to the Buyer but in that event the property in the New Goods (whether the
other goods into which the Goods have been converted or incorporated or with which the Goods have been mixed
belong to the Buyer or not) shall be and remain with the Seller immediately upon such conversion, incorporation or
mixture until:
15.3.1 the purchase price of the Goods has been paid in full and
15.3.2 payment to the Seller of any sum which is at the date of the Contract or may thereafter become due or owing from the
Buyer to the Seller
15.4 Until payment in full of all monies due and owing by the Buyer to the Seller on any account whatsoever has been
made the Buyer shall hold the Supplied Goods in a fiduciary capacity and as bailee of the Seller and shall at all times
take proper care of the same and will not obliterate any identifying mark on the Supplied Goods or their packaging
and (save where the Goods are being converted or incorporated into or mixed with other goods to create New Goods)
will keep the Supplied Goods separate from any other goods and in such manner that they may be clearly identified
as belonging to the Seller and the Buyer hereby grants to the Seller the right to enter on the Buyer’s premises at any
time during the continuation of the Contract to check that the Buyer is complying with the obligation contained in this
Condition. The Buyer will return the Supplied Goods to the Seller if it receives a request whether verbally or in
Writing so to do prior to payment in full as aforesaid having been made
15.5 The Buyer’s liberty to convert or incorporate the Goods into or mix them with other goods and the Buyer’s liberty to
deliver the Supplied Goods to a third party shall cease upon the termination of the Contract and for the avoidance of
doubt, no Buyer shall have any right whatsoever to re-brand or in any way re-package any of the Supplied Goods
and shall not have any right to re-distribute or re-sell the Supplied Goods (for the avoidance of doubt, other than
following application of the Supplied Goods) without the prior written consent of the Seller
15.6 Where the Seller is unable to determine whether any goods are the Goods, the Buyer shall be deemed to have
converted, incorporated, mixed or sold all goods of the kind sold by the Seller to the Buyer in the order in which they
were invoiced to the Buyer and any new goods so created shall be deemed to have been delivered to the Buyer’s
customers in the order in which they were created
15.7 Subject to Conditions 15.8 and 15.9, the Buyer shall be at liberty to sell the Supplied Goods in trust to pay to the
Seller such sums to which it is entitled under the provisions of the Contract provided that the sums due to the Seller
shall be kept separate from any moneys of the Buyer and/or any third party. Notwithstanding the provisions of this
Condition 15.7, the Buyer may retain from the proceeds of such sale any sum in excess of the sum or sums to which
the Seller is entitled under the Contract or any other Contract between the Seller and the Buyer
15.8 The Seller may at any time revoke the Buyer’s conditional power of sale contained in Condition 15.7 by giving 24
hours’ prior notice in Writing of such revocation and without notice in the event of the Buyer being in default for
longer than 14 days in the payment of any sum whatsoever due to the Seller from the Buyer (whether in respect of the
Goods and/or Services which are the subject of the Contract or in respect of any other Contract between the Seller
and the Buyer) or if the Seller has bona fide doubts as to the solvency of the Buyer
15.9 The Buyer’s conditional power of sale contained in Condition 15.7 shall automatically cease if:
15.9.1 a receiver or administrative receiver is appointed over the whole or any part of the assets or the undertaking of the
Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (except solely for
the purpose of reconstruction or amalgamation) or calls a meeting or makes any arrangement with its creditors or
becomes subject to an administration order or commits any act of bankruptcy or
15.9.2 the Buyer pledges or in any way charges by way of security for indebtedness the whole or any part of the Goods
and in either event all moneys then due in accordance with Condition 8 shall become payable forthwith
notwithstanding the provisions for payment contained in Condition 8
or
15.9.3 the Seller has bona fide reason to believe that the Buyer is not complying with the obligations contained in Condition
16.4
15.10 On determination of the Buyer’s conditional power of sale under Conditions 15.8 and/or 15.9, the Buyer shall place
all Supplied Goods in the Buyer’s possession at the Seller’s disposal and the Seller shall be entitled to enter upon the
premises of the Buyer for the purpose of removing the same using such force as is reasonably necessary for such
purpose and (if necessary) dismantling the Supplied Goods from anything to which they are attached
15.11 If at the time of the determination of the Buyer’s conditional power of sale under Conditions 15.8 and/or 15.9, any
Supplied Goods are in the custody or control of any individual, firm or company other than the Buyer, the Buyer
shall immediately provide the Seller with an authority in Writing to collect the same and the same shall then be at the
Seller’s disposal
15.12 Should the Contract require the application of the Goods at or in the premises of any third party, the Buyer shall
notify the third party before installation begins of the terms of this Condition 15 and obtain the acknowledgement in
Writing of the third party (sending a copy thereof to the Seller) that the third party has noted the terms of this