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1. INSTALMENTS
Unless otherwise agreed in writing, each instalment shall be deemed to be a separate contract between Seller and Buyer.
2. PRICE INCREASES
The price of the goods shall unless otherwise specifically provided be such price as is ruling at the date of the purchase order in the
sales lists of Sellers and such price being available to Buyer on request Buyer shall be deemed to know the price. However, Seller
reserves the right to increase the price of the goods by giving notice at any time before delivery or payment in full (whichever shall
first occur). If Buyer is of the opinion that any such increase in price is unreasonable, Buyer may, by written notice given within
seven days of the date of receipt of Seller’s notice, cancel Instalment deliveries not yet made and not in transit at the date of Seller’s
receipt of Buyer’s notice.
3. WEIGHT AND VOLUME OF GOODS
The weight and volume of goods delivered shall be determined at the works or store of Seller or Seller’s Agent. The weight and
volume so determined and declared by Seller or Seller’s Agent shall be deemed to be the weight and volume of the goods delivered,
unless Buyer or Buyer’s Agent shall notify any discrepancy in accordance with Condition 13(c) below.
4. QUANTITY TOLERANCES
Seller reserves the right to deliver against any order an excess or deficiency up to 10% of weight or volume ordered.
5. WARRANTIES AND LIABILITIES
(a) Seller warrants that the goods shall comply with Seller’s specification for the goods in question as current from time to
time. Seller does not warrant the fitness of the goods for any particular purpose even though that purpose be known and
no such warranty is to be implied from the name or description under which the goods are sold.
(b) Seller’s liability in contract or tort for any loss or damage (other than for death or personal injury) arising (whether or not
from Seller’s own negligence) directly or indirectly out of the supply or use of the goods, or of the packages, pallets or
containers by which the goods are delivered, shall be limited to the invoiced value of the delivery from which the loss or
damage arises.
(c) In no circumstances will Seller be liable for any consequential economic loss or damage no matter how arising.
6. FORCE MAJEURE
Neither party shall be liable to the other if, by reason of any cause which is either beyond the reasonable control of (or could not
have been reasonably prevented by) either party, Buyer is prevented from or delayed in taking delivery or Seller is prevented from,
delayed or hindered in making delivery of the goods or any part thereof at the times stated for delivery. During any period when
delivery of goods or any part thereof cannot be made by Seller for any such reason within three days of the date upon which delivery
would have taken place had force majeure not occurred. Buyer shall, after giving Seller written notice of its intention to do so, be at
liberty to purchase elsewhere at its own cost and risk, such quantities of the goods as Seller may be unable to deliver. The period of
this contract shall not be extended by reason of any such circumstances, and Seller shall not be held responsible for any increase in
costs or for any damages thereby resulting.
7. SUITABILITY OF STORAGE FACILITIES AND COLLECTING VEHICLES
(a) Seller reserves the right at any time without notice to refuse to make delivery of any quantity of the goods without
incurring any liability as a result thereof, if, in the opinion of the Seller, the storage tank or other installation (or any valve,
filling line, pump or other equipment required to be used in connection therewith) into which such quantity of the goods
would be transferred on delivery to Buyer is unsuitable by reason of being inaccessible to such transport, dangerous to
persons or property or in contravention of any statue regulation, bye‐law or other rule having the force of law. In such
event, Seller shall be entitled to recover from Buyer all reasonable freight and other costs payable by Seller. Where,
however, delivery is made by Seller of any quantity of goods, such delivery shall not in any way be deemed an admission on
the part of the Seller as to the suitability of such storage tank or installation as aforesaid.
(b) Buyer warrants that any collection vehicle, or other container provided by Buyer or anyone acting on Buyer’s behalf shall
comply with all relevant legislation and applicable health and safety requirements and although Seller may inspect the
same for the purpose of checking suitability and safe condition, Seller shall in no circumstances be responsible for the
suitability or condition thereof or liable for any damage or loss resulting therefrom.
(c) Any advice or recommendation given by Seller, its servants or agents as to the mode of storing of applying or using the
goods is given without liability on the part of the Seller its servants or agents.
8. FAILURE TO MAKE OR TAKE DELIVERY
(a) Should Seller fail to make delivery of the goods or any part thereof within a reasonable time of the times agreed for
delivery for any cause other than those mentioned in Conditions 6 and 7 above, then Seller’s liability in respect of such
failure shall be limited to the proved excess (if any) over the price under this contract of the cost to the Buyer of similar
goods to replace those not delivered (having made reasonable efforts to purchase such goods in the cheapest available and
reasonably convenient market).
(b) Notwithstanding Condition 1 above, should Buyer fail to take delivery of the goods or any part thereof at the times stated
for delivery by reason of any cause other than those mentioned in Condition 6 above, then Seller shall be entitled to cancel
such delivery and all other outstanding deliveries or instalments and to charge Buyer with any loss suffered.
9. DELIVERY AND RISK
Buyer shall be solely responsible for the proper unloading or discharging of goods delivered pursuant to this contract and delivery
shall be deemed to be effected and risk shall pass to Buyer as follows:
(a) In all cases where the goods are delivered by road or rail:
(i) where delivery is made in drums or other containers, when the drums or other containers have been removed
from the vehicle transporting them;
(ii) where delivery is made by road tanker or bulk container, when the goods have passed from the tanker’s or
container’s final flange or from the end of its own discharge line, whichever is the later;
(b) Where goods are collected by Buyer or by anyone acting on its behalf:
(i) where delivery is made in drums or other containers, when the drums or other containers have been placed on
the vehicle collecting them;
(ii) where delivery is made from storage tanks, when the goods have passed from the final flange of the storage
tank’s discharge line or from the storage tank’s final flange connection.
10. TITLE TO GOODS
(a) Title to goods to which this contract relates shall only pass to Buyer upon delivery where Seller has received full payment in
respect thereof prior to such delivery.
(b) In all other circumstance, title to the goods shall remain vested in Seller and Buyer shall hold the goods as bailee until full
payment in respect thereof has been received by Seller or the goods have been processed or incorporated into another
composition, whichever is the earlier.
(c) So long as title to the goods remains vested in Seller, Buyer shall hold the goods in store in such a manner as clearly and
separately to identify the same as the goods of Seller, or where the goods are of necessity stored in silos or bulk tanks with
other goods of like specification, to indentify the quantity therein being the property of the Seller and Seller shall have the
right, without prejudice to the obligation of Buyer to purchase the goods, to recover possession of the goods and for that
purpose to enter into any premises occupied by the Buyer.
(d) Nothing herein shall prevent or restrict Buyer from selling in the ordinary course of business goods which have been
processed or compositions into which the goods have been incorporated, but if goods which have not been processed or
incorporated as aforesaid are resold before payment in respect thereof has been received in full, Buyer shall hold as
trustee for Seller all monies recovered from the sale of such goods.
11. PAYMENT
(a) Payment in full shall be made by the last day of the month following the month during which delivery takes place save
where otherwise specifically provided.
(b) Any credit given by Seller in respect of this contract may be terminated forthwith and the unpaid price of the contract may
become immediately due for payment without prejudice to Seller’s rights under Condition 10 above if Buyer fails to make
any payments due to Seller by the time stipulated in respect of any other goods which are subject to a contract of sale
between Seller Buyer.
12. CANCELLATION
Without prejudice to its other rights and remedies, Seller may defer or cancel any further deliveries or instalments of goods due in
the event that the Buyer shall
(a) fail to make any payment when it becomes due, or
(b) enter into any composition or arrangement with its creditors, or
(c) being an incorporated company, have an Administrator, Administrative Receiver or a Receiver appointed or shall pass a
resolution for winding up or a Court shall make an Order to that effect, or
(d) not being an incorporated company, have a Receiving Order made against it, or
(e) be in breach of any of the terms or conditions hereof.
13. CLAIMS
(a) All claims for damage to or partial loss of goods in transit must be submitted in writing to carrier and Seller or Seller’s
Agent within three days of delivery and the delivery note must be endorsed accordingly.
(b) All claims for non‐delivery of the whole of any consignment or of any separate package forming part of a consignment
must be submitted in writing to the carrier and Seller or Seller’s Agent within seven days of receipt by Buyer or Buyer’s
Agent of Seller’s invoice or advice note, whichever is the earlier.
(c) Upon receipt of the goods, Buyer shall examine them for the purpose of ascertaining whether they conform to the contact,
and if such goods do not conform, give written notice thereof within three days to Seller with sufficient particulars; Buyer
shall permit Seller to investigate the matters relevant to such notification before the remainder of the goods comprised in
the same consignment are used or returned to the Seller.
(d) In the absence of notification as a claim or otherwise in accordance with (a), (b) or (c) above, the goods shall be deemed to
have been delivered and accepted in conformity with the contract.
14. CONTAINERS/PALLETS
(a) Any containers/pallets supplied on a returnable basis will remain the property of Seller and any charge shall be paid in full
by Buyer when payment for the goods is due.
(b) A pallet charge may apply from time to time as determined by Seller.
(c) A container charge or deposit may apply from time to time as determined by Seller. All empty containers returned at
Buyers expense unless otherwise agreed to Seller in good and complete condition within three months of receipt by Buyer
shall be credited at such rate as may be determined by Seller from time to time. A charge will be made for any container
not returned within three months of receipt by Buyer and on which no deposit was originally charged.
(d) Seller shall make an additional charge on Buyer if Buyer returns containers damaged or with parts missing or which have
been used for unauthorised purposes.
(e) Seller shall only supply product in reconditioned containers unless Buyer specifically requests new containers. Seller does
not accept any liability for contamination to any product caused by Seller supplying product in reconditioned containers.
15. TRADE MARKS AND PATENTS
(a) Nothing contained in this contact, whether express or implied, shall be deemed to confer any rights upon Buyer to apply
any trade mark owned or licensed by use by Seller or any of Seller’s associated companies to any goods supplied under this
contract.
(b) When goods are made or adapted by Seller in accordance with Buyer’s specifications, Buyer shall indemnify Seller against
all costs, claims and expenses incurred by Seller in respect of the infringement or alleged infringement by such goods of
any patents, registered designs, trade marks or other rights belonging to third parties.
16. NON‐ASSIGNABILITY
This contract is not assignable by Buyer without Seller’s prior consent in writing.
17. VARIATION OF CONDITIONS
No terms or conditions contained in the purchase order, conditions of purchase or other communications of the Buyer shall avoid or
vary any of these Conditions of Sale which as a whole or separately cannot be avoided or varied except with the prior written
agreement of Seller.
18. PLACE OF CONTRACT
This contract shall be deemed to be made at Charringtons House The Causeway Bishop’s Stortford Hertfordshire CM23 2ER being the
Head Office of Seller and all notices to be given hereunder to Seller shall be in writing and sent by recorded delivery to that address.
19. PROPER LAW
The construction, validity and performance of this contract shall be governed by the law of England and Wales.
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