TERMS AND CONDITIONS
In these conditions:
(a) “Buyer” means the person, firm or company by or on behalf of whom an order for goods is placed;
(b) “Goods” means the articles or things described on the Seller’s order and any goods supplied in substitution for or in replacement or in addition to such goods;
(C) “Seller” means Source Lab Ltd.
(a) The Seller’s quotations are not binding on the Seller and a contract will only come into being upon acceptance in writing by the Seller of an order from the Buyer and the following Conditions shall be deemed to be incorporated in any such Contract. (b) Unless otherwise specifically agreed or varied in writing by a director of the Seller, these Conditions which supersede any earlier conditions appearing on the Seller’s quotations or elsewhere shall override any terms or conditions stipulated,
incorporated or referred to by the Buyer whether in the order, any confirmation order or any negotiations.
All specifications, drawings and illustrations accompanying the Seller’s catalogues, price lists, advertisements or quotations are stated in good faith as being approximately correct and they shall not form part of any contract for the sale of Goods unless expressly stated by the seller in writing. Without prejudice to the generality of the foregoing any such specifications drawings and illustrations are subject to alteration or variation by the Seller without notice.
The Seller will (entirely at its option) replace, or take back and refund the purchase price of, or a fair proportion thereof, any Goods ascertained and agreed by the Seller to be defective provided the Buyer shall have given written notice to the Seller of such defects within five days of the receipt of the Goods.
Save to the extent that such exclusion is or shall be rendered void or ineffective by any statute for the time being in force the warranty contained in Condition 4 hereof is given in lieu of any other conditions or warranties whether statutory or otherwise expressed or implied, and no such conditions or warranties are made by the Seller relating to the life or wear of the Goods or their suitability for any particular purpose or under any particular conditions notwithstanding that such purpose or conditions may be known or made known to the Seller. The Seller does not make nor is any servant or agent of the Seller authorised to make representation relating to the Goods of their suitability for such purpose or conditions.
6. EXCLUSION OF LIABILITY (a) Except as provided in Condition 4 hereof the Seller shall not be liable to the Buyer in respect of any loss or damage or liability whatsoever suffered or incurred by the Buyer in any circumstances howsoever caused and whether as a consequence of or arising out of or caused directly or indirectly by any breach by the Seller of this contract or any term or terms thereof as a consequence of or arising out of or caused by the negligence of the Seller its servants or agents or otherwise howsoever save as to the extent that the exclusion of liability provided for in the Condition is or shall be rendered void or ineffective by any statute for the time being in force. (b) In any event the Buyer shall not be entitled to recover from the Seller damages for breach of any contract for the sale of goods exceeding the purchase price of the goods to which such contract relates.
The Buyer will:
(a) examine the Goods carefully within 48 hours of taking delivery;
(b) notify the Seller and any carrier in writing within 5 days of taking delivery of any damage to the Goods revealed by such examination and not caused since delivery was taken and of any error in quantity or weight or description of the Goods delivered or that they were mixed with other Goods not included in any contract for the sale of Goods;
(c) notify the Seller in writing within 5 days of date of Seller’s invoice if any Goods to which the invoice relates have not been received any failure by the Buyer to make any notification in accordance with Condition 7(b) or (c) shall constitute a waiver by the Buyer of all claims based on or relating to facts which an examination of the Goods should have revealed or for non-delivery.
Unless the price stipulated for the Goods in any order refers expressly to a fixed price for a specific period such price is based upon present conditions, costs of materials, exchange rates, import duties and transport and is subject to revision by the Seller by written notice should there be any variation in any of these items.
The terms of payment are 30 days from date of invoice and must be strictly adhered to and the Seller may withhold deliveries in the event of any default on the part of the Buyer. The buyer agrees to pay a later payment charge with respect to each payment in default computed at the rate of 2% per month on the unpaid amounts for each calendar month (or fraction thereof) that such payment is in default.
10. TITLE (a) Unless otherwise agreed in writing or until the Seller otherwise in writing agrees or notifies the Buyer, the Goods shall continue to be in the ownership of the Seller until the Buyer has:
(i) paid for those goods in full; and
(ii) paid any other amounts due from the Buyer to the Seller in full.
(b) The Buyer may, while not in default in terms of Condition 12, sell any Goods, notwithstanding the Seller’s title to such goods.
(c) Any sale by the Buyer of the Goods owned by the Seller shall, as between the Buyer and the person to whom the Buyer sells, be made by the Buyer as principal, but the proceeds of sale shall to the extent that the Buyer has not paid any amount due to the Seller belonging to the Seller until such payment has been made and until such time as the proceeds of sale be held by the Buyer in a fiduciary capacity on behalf of the Seller and shall be kept in a separate account without prejudice to the Seller’s rights to trace such proceeds if the Buyer fails to keep such proceeds separate as aforesaid.
(d) The Buyer will, if the Seller so requires, assign to the Seller free of charge the Buyer’s rights to any unpaid resale proceeds of the Seller’s Goods.
(e) Pending delivery of the Goods owned by the Seller pursuant to a resale authorised by this Condition, the Buyer shall store such Goods on its property in such a way to keep them clearly identified as being the property of the Seller and will take care of them as it would take if the Goods were the Buyer’s own.
(f) On failure by the Buyer to pay for the Goods in whole or in part on the due date, or if before the due date any of the events referred to in Condition 12 occur, the Seller may without prejudice to any other rights it may have including without prejudice to the generality of foregoing the right to payment for any goods, enter on to the Buyer’s premises during normal business hours for the purposes of removing any Goods and may sell or otherwise deal with any goods and the Buyer hereby grants a license to the Seller and its successors in title to the Goods, and to other respective employees and agents to enter onto the Buyer’s premises for the purposes of removing the Goods.
(g) All risk in the Goods shall pass to the Buyer on delivery, notwithstanding that, title in the Goods may remain with the Seller.
(a) Time is not of the essence of any contract for the sale of Goods and any time or date specified by the Seller as the time at which or date on which Goods will be delivered is given and intended as an estimate only and the Seller shall not be liable for any loss, damage, or expense howsoever arising from any delay in delivery.
(b) The Buyer shall at request of the Seller supply the Seller with all details necessary to allow the Seller to make delivery of the Goods and shall indemnify the Seller against any consequential loss, damage or expenses and the Seller may cancel any intended delivery and sell the Goods to which such intended delivery related without prejudice to its right to claim damages in respect of such breach of contract or may store the Goods in a place of its choosing at the cost of the Buyer.
(c) The Seller shall be entitled to postpone or cancel delivery in whole or part when it is delayed in or prevented from making or obtaining the Goods or making delivery by strikes lockouts, trade disputes or labour troubles or any cause beyond the Seller’s control and the Seller shall not be bound to obtain in the market Goods with which to replace any Goods delivery of which has been cancelled as a result of any such event.
12. DEFAULTS BY THE BUYER
If the Buyer defaults in or commits any breach of any of its obligations to the Seller or ceases to carry on its business or a substantial part thereof, or if any distress or execution is levied on any of the Buyers property, or it the Buyer makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy, or if any resolution or petition to wind up the Buyer’s business is presented or passed or a receiver or administrative receiver is appointed of the Buyer’s undertaking property or assets or any material part thereof then the Seller shall be entitled forthwith to terminate any contract with the Buyer then subsisting and on written notice of such termination being advised or posted by it to the buyer’s last known address any and every subsisting contract shall be deemed to have been terminated, without prejudice to any claim or right which the Seller might otherwise make or exercise.
13. PATENTS DESIGNS COPYRIGHT AND TRADEMARKS
The Seller shall not in any circumstances be liable for any loss, liability or expenses suffered or incurred by the Buyer by reason of the use or resale of the Goods which constitutes an alleged or actual infringement of any patent, design, copyright or trademark, foreign or domestic, vested in a third party and the Buyer will indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of anything done or omitted to be done by the Buyer which involves or gives rise to any infringement or alleged infringement of any such patents, designs, copyrights or trademarks.
14. CANCELLATION OF THE CONTRACT
(a) The Buyer may not cancel any order than with the written consent of the Seller and upon terms that it will indemnify the Seller against all loss.
(b) The Seller may refuse to supply Goods in the event of the Buyer committing any breach of any contract for the supply of the Goods or any act of insolvency but such refusal shall not constitute cancellation of any such contract.
(c) If the performance by the Seller of its obligations under any contract for the supply of Goods shall be hindered or prevented by industrial dispute, accident, breakdown of machinery, shortage of raw materials, export or import restrictions or any other cause whatsoever beyond the control of the Seller, the Seller shall be entitled, by notice in writing to the Buyer to terminate or vary such contract forthwith but without prejudice to the liabilities of either part accrued before the date of such termination or variation.
Where the Seller is entitled to sell or dispose of any Goods ordered by the Buyer, the Seller may sell or dispose of such Goods in any form including any marks or labels attached to such Goods which may relate to the Buyer.
All notices given hereunder by the Seller may be served personally or left at the residence or place of business of the Buyer or may be sent by post in which case notice shall be deemed to have been received in the court of post.
17. LAW APPLICABLE
These conditions and any contract of which they form part shall be governed by English law.