1. Definitions: In these conditions
a) “seller” means Structural Adhesives Limited or its properly appointed agent.
b) “buyer” means the person, firm, company or entity placing an order on the seller.
c) “goods” means the goods, product, materials or parts complete with packing and containers supplied by the seller to the buyer.
d) “delivery” means the date and time at which the goods arrive at the buyer’s premises or the buyer’s nominated destination or carrier, or are collected from the seller by the buyer.
e) “contract” means the agreement which is entered into upon acceptance of a buyer’s order by the seller which is signified by the dispatch of the seller?s written order acknowledgement or invoice whichever occurs first. It shall relate to both long-term contractual agreements and to individual orders.
All goods are sold upon the terms and conditions herein unless otherwise expressly agreed in writing. Any printed conditions attached to orders or to any documents emanating from the buyer are only binding in so far as they are not at variance with these conditions.
3. Quotations and tenders:
All quotations and tenders by the seller are subject to acceptance within 28 days. The seller reserves the right to withdraw a quotation or tender at any time before it has been accepted by the buyer. An order by the buyer on the terms of the seller’s quotation shall not constitute a contract between the buyer and the seller. There is no contract until the seller expressly confirms in writing acceptance of the buyer’s order. In the case of sales of goods for export the seller’s quotations are invitations to treat and not offers to sell.
4. Patents, copyrights and registered designs:
The seller gives no warranty express or implied in respect of its goods as to freedom from third party patent, copyright or design right. If buyer uses the goods in such a manner as to infringe any such rights the seller shall not be responsible for such infringement and the buyer shall indemnify the seller from and against all liabilities arising there from.
All prices are nett, are not subject to any discount and are exclusive of value added tax. In the event of a change in the price of any raw material or in any of the seller’s costs or a change, imposition or removal of any tax or duty the seller may vary the contract prices and 48 hours after notice thereof has been sent to the buyer such variation shall be effective in respect of all consignments delivered thereafter.
If the quantity of goods taken by the buyer exceeds the contract quantity for the relevant contract period and reaches the next reduced price stage of the seller’s price list an approximate retrospective price reduction will be made. The seller reserves the right to make a retrospective price increase to the approximate contract price if the buyer fails to take up the complete contract quantity within the relevant contract period.
Orders sent in confirmation of telephone or other verbal instruction should be clearly marked as such, otherwise any additional expense incurred by the seller as a result of duplication will be charged to the buyer.
Dates quoted by the seller and given in good faith to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the time stated. No liability for direct or consequential loss or damage from delay in delivery will be accepted by the seller.
8. Carriage and transport:
The seller reserves the right to select the mode of transportation and carrier to the point of delivery. The seller normally makes no charges for delivery from its own premises within its van delivery area but reserves the right to charge carriage on deliveries outside its usual delivery area, to special addresses and for low value orders.
Where goods and materials are specially ordered from suppliers and a carriage charge is made, the seller reserves the right to recover the charge from the buyer.
Where goods are collected, any collection vehicle, ship or other container provided by the buyer or its agent must comply with all the relevant legislation and regulations (including Health and Safety) and with any codes of practice normally observed by the seller. Notwithstanding that the seller may inspect such containers and deliver into them, the seller shall in no circumstances be responsible for their suitability or condition nor liable for any damage or loss resulting from their use.
Each order placed by the buyer or each consignment where an order calls for consignment at different dates shall be treated as a separate contract. If there shall at any time be more than one contract in the course of performance between the seller and the buyer any claim which may arise in respect of one contract or the terms on which it may be settled shall not (subject to condition 12) affect in any way the performance of the other contracts nor shall the buyer be entitled to exercise any right of set-off or counter claim other than in respect of the contract under which the original claim arose. Where the buyer requests or the seller elects for delivery of an order by way of installment any defect, deficiency or failing whether as to quantity, quality or time of delivery in respect of one or more installments shall not vitiate the contract.
No contract may be assigned or transferred by the buyer either directly or indirectly except with the previous written consent of the seller.
11. Cancellation and returns:
Contracts (order) cannot be cancelled or suspended nor may goods supplied to buyer’s orders be returned wholly or part without the seller’s consent and on terms which will indemnify the seller against all loss incurred wholly or in part by the cancellation, suspension or return.
Goods correctly supplied may not be returned without the seller’s written agreement. Goods so returned must be consigned “carriage paid” and accompanied by an RN number, documents stating the seller’s invoice number and the reason for return. Any goods supplied to special requirements cannot be accepted for credit. A re-stocking charge of 25% will be imposed for any goods returned that are not proven faulty by Structural Adhesives Ltd.
12. Payment terms:
a) Payment is due upon issue of seller’s invoice and must be paid in full in the calendar month beginning next after the date of the invoice.
b) Interest at the rate of 3% above base rate from time to time or £20 per month whichever is the greater shall be chargeable as well as after as before judgement on any sums not paid in accordance with a) from the due date of payment until the actual date of payment.
c) If any payment is in arrears the seller shall be entitled (without prejudice to any other right it may have) to suspend further deliveries until payment is received, whether or not such deliveries are due under the same or other contracts. In the event of the seller instituting legal proceedings for the recovery from the buyer of any outstanding sums due the seller shall be entitled to recover all costs incurred thereby including fees on an indemnity basis.
d) Any contract shall be subject to the seller being satisfied as to the buyer’s creditworthiness and without prejudice to the generality of these conditions the seller may, in its absolute discretion, refrain from delivering the goods until such time as the buyer pays for the goods.
13. Risk and property:
Risk in the goods shall pass to the buyer on delivery but until payment has been received by the seller for all goods supplied under the same or other contracts:
a) Property in the goods shall remain in the seller.
b) Buyer shall store the goods in such a way that they can be readily identified as being the property of the seller
c) Subject to d) and e) below the buyer shall be at liberty to sell / use the goods in the ordinary course of business on the basis that the proceeds of sale resulting from such shall belong to the seller to whom the buyer shall account on demand, provided that the buyer shall have no authority to enter into any contract on behalf of the seller.
d) The seller may at any time revoke the buyer’s power of sale by notice to the buyer if the buyer is in default for longer than fourteen days in payment of any sum whatsoever due to the seller or if the seller has bona fide doubts as to the solvency of the buyer.
e) The buyer’s power of sale / use shall automatically cease if a receiver is appointed over any 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 (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy.
f) Upon determination of the buyer’s power under the above the buyer shall place the goods at the disposal of the seller who shall be entitled to enter upon any premises of the buyer for the purpose of removing the goods and to remove the goods.
14. Warranties and liabilities:
a) The seller warrants that the goods shall comply with the seller’s specification for the goods in question as current from time to time unless otherwise agreed. All other conditions as to quality or description are excluded, save where the alleged breach is reported in writing to the seller within thirty days of the date upon which the buyer became aware or ought to have become aware of the defect or damage.
b) The seller’s liability (in contract or in tort) for any loss or damage arising directly or indirectly out of the supply or use of the goods shall be limited to the amount paid for the goods.
c) All information given by the seller or contained in the seller’s publication or other communication as to the use, performance characteristic, health and safety risk, mode of storage, applying or using the seller’s products are given in good faith but without acceptance of liability on the part of the seller. The buyer should carry out sufficient tests to establish the suitability of any product for the buyer’s intended application.
d) The buyer acknowledges that it has not entered into the contract to acquire the goods in reliance upon any representation not contained in the quotation, tender or published literature of the seller.
e) The buyer undertakes to ensure compliance by its servants or agents with any safety precautions or instructions for safe handling given by the seller.
f) Nothing in these conditions shall limit the seller’s liability proved to have been caused by its negligence nor shall it have the effect of excluding or limiting liability under the Consumer Protection Act 1987 to a person who has suffered damage caused by a defective product or to a dependent of that person.
15. Packing and storage:
a) All packing is free unless otherwise stated. Containers for which a separate charge is made may, by prior arrangement, be returned carriage paid and in good condition for credit.
b) The seller gives no warranty that any container or other type of packing, whether or not belonging to or supplied by the seller, in which the goods are supplied are suitable for further transportation of the goods beyond the point of delivery and the seller accepts no responsibility for any injury, loss or damage whatsoever, whether direct or consequential, arising from the continued use of such container or packing after delivery.
c) The buyer shall store / use all goods in accordance with any condition recommended by the seller as appropriate and in such a way that they can be identified as being the supplies of the seller.
d) The buyer shall at all times comply with the advice or instruction as to the use of all packaging and containers contained in the seller?s literature or marked on the packaging or any label attached thereto.
e) The buyer undertakes to provide adequate and proper facilities for the reception and storage of the goods and warrants that those facilities comply with all relevant statutes and regulations including health and that all necessary permits and licenses have been obtained.
f) The seller?s weight shall govern unless proven in error.
16. Damage to or non-delivery of goods:
On receipt goods should be checked with the advice note and in the case of damage or non-delivery the buyer must advise the seller and the carrier in writing (otherwise than by a qualified signature on any delivery note) within the following time limits;
a) Partial loss, damage or non-delivery of any separate part of a consignment within three days of the date of delivery of the consignment or part thereof.
b) Non-delivery of whole consignment ? within fourteen days of date of dispatch.
The seller will not entertain claims made after these dates and in the absence of written advice from the buyer within these time limits the goods shall be deemed to have been delivered complete and in a satisfactory condition.
In the event of the buyer committing any breach of contract with the seller or if any distress or execution is levied upon the goods of the buyer or if he offers to make any arrangement with or for the benefit of his creditors or commits any act of bankruptcy or being a limited company has a receiver appointed of its undertaking or assets or any part thereof for the purpose of a re-construction or amalgamation without insolvency goes into liquidation the seller shall thereupon be entitled without prejudice to its other right forthwith to suspend all further deliveries until the fault has been made good or to determine the contract or any unfulfilled part thereof or at the seller?s option to make partial deliveries.
18. Force Majeure:
a) Neither the seller not the buyer shall be responsible for any failure to fulfill any contract if fulfillment has been delayed, hindered or prevented by any circumstance which is not within its reasonable control including, without limiting the generality of the foregoing, war, fire, accident, plant breakdown, shortage of supplies, strikes and lockouts (whatsoever occurring) or compliance with orders lawfully given by any public authority.
b) If the seller is in such circumstances delayed or hindered or prevented from delivering the quantity which it is under contract with the buyer to deliver the seller shall be at liberty to suspend or reduce deliveries to such extent as it may think fit. The seller shall not be required to purchase supplies to make good deficiencies arising as aforesaid and the possibility of making such purchases shall not be taken into account in determining whether such delay, hindrance or prevention has occurred.
19. Law and jurisdiction:
Any contract between the seller and the buyer shall in all respects operate and be construed as an English contract and be governed by English law.