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Terms
and Conditions
of Sale
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Purplepoint
Ltd. - TERMS AND CONDITIONS OF SALE |
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1. DEFINITIONS
"The Company" shall mean Purplepoint Ltd. whether acting itself, its
subsidiaries, its agents or contractors.
"The Buyer" shall mean the party with whom the Company contracts and/or
where the Buyer contracts as agent or Factor shall include the Principle
of such Buyer.
"The Goods" shall mean the article or thing or any of them described
in the Contracts for sale between the Company and the Buyer including
any ancillary services therewith.
2. GENERAL
These conditions shall be deemed to be incorporated in all contracts
of the Company to sell goods and in the case of any inconsistency
with any letter or quotation incorporating or referring to these conditions
or any order letter or form of contract sent by the Buyer to the company
or any other communication between the Buyer and the Company whatever
may be their respective dates, the provisions of these conditions
shall prevail unless expressly varied in writing and signed by an
authorised officer on behalf of the Company. Any concession made or
latitude allowed by the Company to the Buyer shall not affect the
strict rights of the Company under the Contract. If in any particular
case any of these conditions shall be held to be invalid or shall
not apply to the contract the other conditions shall continue in full
force and effect.
3. REPRESENTATIONS
(a) No statement description information warranty condition or recommendation
contained in any catalogue, price list, advertisement or communication,
or made verbally by any of the agents or employees of the Company,
shall be construed to enlarge vary or override in any way of these
conditions.
(b) The Company's catalogues, brochures, leaflets or correspondence
are not binding, as reasonable variations may be made without notice
and such Goods as varied shall be accepted as complying with the Contract.
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4. PRICES
The price payable for Goods shall unless otherwise stated by the Company
in writing and agreed on its behalf be the list price of the Company
current at the date of acceptance of the Buyer's order. Prices are
quoted in GBP £ Sterling, all prices are exclusive of Value
Added Tax and this will be charged at the appropriate rate. If special
instructions from the Buyer shall cause increased cost, the Buyer
shall pay for this.
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5. TERMS OF PAYMENT
(a) Invoices are payable within 21 days of invoice date.
(b) The price of the Goods shall be done in full to the Company and
the Buyer shall not be entitled to exercise any set off lien or any
other similar right or claim.
(c) The time of payment shall be of the essence of the Contract.
(d) Without prejudice to any other rights it may have, the Company
is entitled to charge interest at 4% above the then current base rate
of The Royal Bank of Scotland Plc on any overdue payment.
(e) If the Goods are delivered in instalments, the Company shall be
entitled to invoice each instalment when delivery thereof is made
and payment shall be in respect of each instalment notwithstanding
non-delivery of other instalments.
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6. DELIVERY
(a) Any period stated for delivery shall be calculated from the time
of the receipt by the Company of the order or from the receipt of
all necessary information to enable the Company to manufacture the
Goods and the Buyer shall take delivery of the Goods within the period.
(b) All times or dates given for delivery of the Goods are given in
good faith but without any responsibility on the part of the Company.
Time of delivery shall not be of the essence of any contract nor shall
the Company be under any liability for delay whether or not beyond
the Company's reasonable control. The Company's liability shall be
limited to the value of the Goods supplied under the Contract.
(c) Where the Goods are sold F.O.B. the responsibility of the Company
shall cease immediately the Goods are placed on board ship and the
Company shall be under no obligation to give the Buyer the notice
specified in Section 32(3) of the Sale of Goods Act 1979.
(d) No liability for non-delivery, partial loss or damage to the Goods
occurring prior to delivery, or for any claim that the Goods are not
in accordance with the Contract will attach to the Company, unless
claims to that effect are notified in writing by the Buyer to the
Company within 48 hours from delivery, or 14 days from delivery of
the invoice where nondelivery is claimed. If no such notice is received
the Goods must be paid for.
(e) In the event of a valid claim for non-delivery, partial loss damage
or non-compliance with the Contract, the Company undertakes at its
option either to reprocess or replace the Goods at its expense but
shall not be under any further or other liability to any person in
connection with such non-delivery partial loss damage or non-compliance.
(f) If for any reason the Buyer is unable to accept delivery of the
Goods at the time when the Goods are due and ready for delivery, the
Company may at its sole discretion without prejudice to its other
rights store the Goods at the risk of the Buyer but need take no steps
to insure them and shall not be liable for any loss during such storage.
(g) The Company shall have the right to make delivery by instalments
of such quantities and at such intervals as it may decide.
(h) Goods supplied in accordance with the Contract cannot be returned
without the written permission of the Company.
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7. PASSING OF TITLE AND RISK
(a) The ownership of and property in the Goods shall remain with the
Company until payment in full for all the Goods has been received
by the Company. If all or any part of such payment is overdue or if
the Buyer is or becomes insolvent or a receiver is appointed, the
Company may without prejudice to any other rights, recover and/or
repossess the Goods or any of them and for the purpose of such recover
of possession, the Company may enter upon any premises where the Goods
are or are thought to be, to specification shall not constitute a
sale by description. The Company reserves the right to amend the specification
or any of the Goods as necessary.
(b) Any conditions or warranties (whether express or implied by statute,
common law, or arising from conduct or a previous course of dealing
or trade customer or usage) as to the quality of fitness of the Goods
for any particular purpose even if that purpose is made known expressly
or by implication to the Company are hereby expressly negatived.
(c) Notwithstanding that a sample of the Goods may have been exhibited
to and inspected by the Buyer or results of standard tests upon a
sample furnished to the Buyer, it is hereby declared that such sample
was so exhibited and inspected or tests solely to enable the Buyer
to judge for itself the quality of the bulk and not so as to constitute
a sale by sample. The Buyer shall take the Goods at its own risk as
to their corresponding with the sample or as to their quality, condition
or sufficiency for any purpose.
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8. DEFECTIVE GOODS
(a) Where defective Goods are found to have been supplied and where
the Goods were manufactured by the Company then in substitution for
all rights which the Buyer would or might have had but for these conditions
the Company undertakes at its discretion to credit to the Buyer in
full the price paid by the Buyer to the Company or repair or supply
free of charge at the place of delivery specified by the Buyer for
the original Goods a replacement of the Goods.
(b) In the case of Goods being defective and which were not of the
Company's manufacture, the Company will pass on to the Buyer any benefits
obtainable under any warranty given by the Company's suppliers in
substitution for all rights which the Buyer might otherwise have.
(c) In order to exercise its right under this paragraph the Buyer
shall inform the Company within seven days of the date when such defect
appeared.
(d) Nothing herein shall impose any liability upon the Company in
respect of any defect in the Goods arising out of fair wear and tear
or the acts, omissions, negligence or default of the Buyers its servants
or agents or any third party including in particular but without prejudice
to the generality of the foregoing any failure by the Buyer to comply
with any recommendations of the Company as to storage and handling
of the Goods or subjecting the Goods to any manufacturing process.
(e) Where the Goods are for delivery by instalments any defect in
any instalment shall not be a ground for cancellation of the remainder
of the instalments and the Buyer shall be bound to accept delivery
thereof.
(f) Nothing herein shall have the effect of excluding or restricting
the liability of the Company for death or personal injury resulting
from its negligence.
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9. CONSEOUENTIAL LOSS
(a) The Company shall not be liable for any consequential loss or
any costs claims or damages or expenses arising out of any tortuous
act effect recovery or possession and if any other goods are attached
to the Goods these may be recovered also or if the Goods have been
processed in any way they shall still be recoverable. Further, the
Buyer shall have no right to sell any Goods which are the Company's
property if the Buyer is insolvent or a receiver or liquidator has
been appointed.
(b) In the event of any part payment having been made or if some of
the Goods delivered have been paid for and some not or the Company
is for any reason entitled to recover part only of the Goods then
any money paid shall be deemed to be for and in respect of any of
the Goods which are irrecoverable for whatever reason by the Company
and any Goods still in the Buyer's hands shall be deemed not paid
for to the extent of such non-payment regardless of the date of delivery
or any stated order of payment by the Buyer.
(c) The risk in the Goods shall pass to the Buyer when the Company
delivers the Goods or they are collected from the Company and thereafter
the Company shall have no responsibility in respect of the Goods.
(d) Upon any breach of contract or refusal to take delivery the full
contract price shall immediately become due and payable.
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10. CONDITIONS AND WARRANTIES
Every description or specification of the Goods is given in good faith
based on average results of standard tests but any conditions or warranties
express or implied that the Goods shall correspond with such description
or specification are hereby express negatived and the use of any description
or omission or any breach of contract or statutory duly calculated
by reference to profits, income, production or accruals or loss of
such profits income production or accruals or by reference to accrual
of such costs, claims, damages or expenses on a time basis. It shall
be the duty of the Buyer to test any Goods appropriately before processing
them in any way or passing the same on to any other party.
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11. DEFAULT OR INSOLVENCY OF BUYER
If the Buyer shall fail to accept the Goods or any part thereof or
shall fail to pay any sum due to the Company at the proper time or
make default in or commit any breach of any other obligation or if
any distress or execution shall be levied on the Buyer's property
or assets or if the Buyer shall make or offer to make any arrangements
or composition with his creditors or commit any act of bankruptcy
or if any bankruptcy petition be presented against him or (if the
Buyer is a company) if any Resolution or Petition to wind up such
company shall be passed or presented or if a Receiver of the whole
or any part of such company's undertakings property or assets shall
be appointed, the company in its discretion and without prejudice
to any other claim may determine wholly or in part any and every contract
between the Company and the Buyer or may (without prejudice to the
Company's right subsequently to determine the Contract for the same
cause should it so decide) suspend further delivery of Goods until
any defaults by the Buyer be remedied.
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12. FORCE MAJEURE
(a) The Company shall be entitled to delay or cancel delivery or to
reduce the amount delivered if it is prevented from or hindered in
or delayed in manufacturing obtaining or delivering the Goods by normal
route or means of delivery through any circumstances beyond its control
including but not limited to strikes, lock-outs, accidents, war, fire,
reduction in or unavailablity of power at manufacturing plant, breakdown
of plant or machinery or shortage or unavailablity of raw materials
from normal source of supply.
(b) The Company accepts no responsibility for losses resulting directly
or indirectly from force majeure.
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13. VARIATION OR CANCELLATION
Save as provided in Clause 12 and 13 hereof, contracts or orders may
not be varied or cancelled except by agreement in writing of both
parties and upon the payment to the Company of such amount as may
be necessary to indemnify the Company against all loss resulting from
the said variation or cancellation.
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14. STATUTORY RIGHTS
Nothing herein shall or shall be deemed to deny or remove any statutory
right of the Buyer to the extent and in any case where it is prohibited
or unlawful to deny such statutory right.
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15. HEADINGS
The headings to these Conditions are intended for reference only and
shall not affect the construction of these Conditions.
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16. PROPER LAW
The Contract shall in all respects be governed by Scottish law and
the Company agrees to submit to the exclusive jurisdiction of the
Scottish Courts.
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17. FOREIGN CURRENCIES
If the Seller shall quote in currencies other than Pounds Sterling,
the Seller shall have the right to vary such prices in the event that
the exchange rate changes more than 5% between the prices being quoted
and the invoice being issued to the Buyer.
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All contents copyright © Purplepoint Ltd. 2000-06 -
TERMS AND CONDITIONS OF SALE/2000/08
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