Where other terms have previously been expressly agreed in writing, signed by us and by you to that effect which are in force at the date of receipt of this invoice, the goods shall be supplied on those terms but otherwise the goods are sold on the conditions and it is expressly agreed that notwithstanding that any prior or future document may contain terms or conditions which are inconsistent with these conditions and notwithstanding that the identity and/or number of the goods contained in the invoice may not be identical to the identity and/or number of the goods which you ordered, these conditions shall override any inconsistent or different terms or conditions contained in any such prior or future document and acceptable by you of delivery of any such goods contained in this invoice shall be conclusive by evidence of your acceptance of this clause and of the conditions and conclusive evidence of your waiver of any terms or conditions contained in any prior or future document before referred to.
These conditions may only be varied in writing signed by a director.
Any quotations or estimates which we may have given will be overridden by this invoice and these conditions.
In the case of a contract involving more that one delivery.
(a) each delivery shall be treated a separate transaction and any failure or defect in any one delivery shall not vitiate the said contract which shall, subject to (b), continue in full force and effect as to the remaining deliveries.
(b) If payment becomes overdue on any one delivery, we shall be entitled (without prejudice to our other rights) to withhold further deliveries until the overdue payment (together with interest) has been received or to treat the said contract as repudiated.
Prices specified are those ruling at the date hereof and are based on the cost of raw materials and other variable costs. In the event of any increase in any said costs we shall be entitled to change our prices and charge the prices ruling at the date of despatch of the goods.
A shortage or surplus of up to 10% in the quantity of goods delivered and charged pro rata shall be deemed to be due execution of any order and where a contract involves more than one delivery, all the deliveries shall for the purpose of this condition be aggregated.
It shall be your duty to inspect the goods on delivery and no claim for non delivery, shortages, damage or incorrect delivery will be entertained unless
(a) It is notified to us and to the carriers (if any) in writing within 7 days of delivery and
(b) We have been given an opportunity of inspecting the goods before removal from point of delivery, and
(c) an official condemnation certificate or official certificate of destruction is produced
No claim arising out of damage, loss or delay of goods in transit will be entertained unless, in addition to the requirements under "Complaints" we are notified in writing in sufficient time to enable a claim to be made on the carriers.
(a) Any claim for non-delivery, shortages, damaged goods, incorrect-delivery or delayed delivery shall be limited to refunding the invoice price of or, at our option, replacement of the goods in question.
(b) Subject to (a), under no circumstances will we be liable for consequential loss or damage or other expense suffered by you howsoever arising.
Delivery shall be as specified overleaf.
The performance of the contract is subject to variation by us in any respect or cancellation by us in the event of any matter arising which is outside our direct and reasonable control and which prevents or hinders us from performing the contract or in the event of our being unable to produce power or materials for said performance and we shall not be liable for any loss which you may suffer as a result.
(a) (1) The property title shall not pass to you ("the Buyer") and the Buyer shall keep the goods the subject of this order ("the Goods") as bailees and trustees for us ("the Company") (returning to the same company upon request) until the price of the goods shall have been wholly paid and until any other sums whatsoever which are due from the Buyer to the Company under any contract or otherwise howsoever shall have been paid in full without any deductions or deferment on account of any disputes or cross-claims whatsoever. The buyer shall be entitled to sell and effect delivery of the goods to third parties in the normal course of business at full market value but the proceeds of any such sale shall whenever any sum whatsoever is due from the Buyer to the Company be held on trust for the Company and on such sale and/or delivery the Buyer is hereby deemed to assign to the Company absolutely (and the Company hereby accepts such assignment) the benefit of any claim which the buyer has against any such third party arising from such sale and/or delivery.
(2) Risk to the goods but not property shall pass to the Buyer immediately upon delivery and the Buyer will at all times maintain insurance against all normal risks for the goods for a sum at least equal to the invoice price.
(3) The Company shall be entitled to treat this Contract as discharged if the buyer shall fail to comply with the payment terms and the Company shall be entitled to repossess the goods.
(4) The Company shall be entitled to treat this Contract as discharged upon the happening of the following events.
(I) Proceedings for insolvency or bankruptcy being instituted or threatened against the buyer
(ii) The Buyer entering into liquidation whether voluntary or compulsory
(iii) The Buyer compounding with the Buyers creditors or taking or suffering any similar action in consequence of debt.
(iv) A receiver or manager being appointed over the whole or any part of the assets and the Company shall be entitled to repossess the goods on the occurrence of any of the above
(b) Any Receiver or Liquidator or Trustee in bankruptcy appointed over the assets of the Buyer shall pay into a separate bank account any sums received from third
parties in respect of sales to them of the goods by the Buyer, up to the amount of indebtedness of the buyer to the Company, and shall hold such sums for the sole
benefit of the Company and shall remit such sums to the Company as soon as practicably possible
(c) The Buyer may with the Company's consent mix the goods with other goods by manufacturing process and such consent is hereby given subject to the following
(1) Prior to proceeding with any such mixing a Buyer shall calculate the value of the goods which the Buyer intends to mix with other goods ("the said value") and shall inform the Company in writing of the said value.
(2) Property in the goods into which the goods have been mixed ("the mixed goods") shall belong to the Company and shall only pass to the Buyer when the Buyer has paid the said value to the Company and until property does so pass any mixed goods which are by the virtue of this Clause the Company's property shall be held by the buyer strictly in the terms set out in clause (a) (and (b)) referred to mixed goods.
This contract and all related dealings between us will be construed under and governed by English law and jurisdiction
In any contract which involves importing or exporting where the rate of exchange for pounds sterling alters against the relevant foreign currency, we shall have the right to recalculate the invoice price to take
account of such change and to charge to you the new price in respect of any goods delivered but not yet paid for and any goods yet to be delivered under the contract.
If any legal provision comes into force or is amended which affects the export or import of the goods we shall be entitled to rescind the contract or so make any alterations to or in the goods or their packaging
or to these Conditions to comply with the said provision or amendment and we shall not be liable for any loss suffered by you as a result.
You will indemnify us against any loss or damage whatsoever which we may suffer arising from our printing or using in any way, labels packaging and any other printed matter where said printing or use was in accordance with your instruction or authority.
You will indemnify us in respect of any damage suffered or liability incurred by us whatsoever as a result of any breach by you of any of these Conditions or any negligent act of your servant or agent.
These conditions are in addition and without prejudice to our other legal rights and remedies generally.
Any relaxation or waiver by us of any of these Conditions shall act merely as a waiver on that occasion and shall not affect our right to enforce all these Conditions on other occasions.