CONCEPT DISTRIBUTION LIMITED
TERMS AND CONDITIONS
1. Definitions " Buyer " means any person , firm or
company placing an order with the seller ." Conditions " means
these terms and conditions of sale and supply ." Contract " means
any contract between the seller and the buyer for the sale of goods
or supply of services to the buyer." Export Contract " means
any contract for the supply of goods which is an international supply
contract as definedin section 26 of the unfair contract terms act 1977." Goods " means
any goods supplied by the seller to the buyer ." Seller " means
Concept Distribution Limited ." Services " means any service
performed by the seller for the buyer .In these conditions the masculine
will include the feminine and neuter and vice versa and the singular
shall include the plural.Headings are for convenience only and shall
not form part of these conditions .
2. Existence of Contract
a) Unless otherwise agreed in writing between the buyer
and seller , these conditions shall apply to all contracts to the
exclusion of all other terms and conditions including any terms and
conditions which the buyer may purport to apply under any purchase
order or similar document .
b ) These conditions shall also apply to any future oral
or written contract save to the extent that the subject matter hereinis
in conflict with any written agreement signed by the seller and governing
the contract , whereon the provisions of suchwritten agreement shall
prevail .
c ) No verbal representation or verbal statement by an
employee or agent of the seller shall form part of the contract norshall
any such verbal representation or statement be treated as constituting
a representation on the part of the seller ora term of the contract
unless such representation or statement shall be confirmed in writing
.
3. Amendments and Cancellation
a ) The terms of the contract shall not be varied unless
the seller expressly makes or accepts any variation in writing.
b ) The contract may only be cancelled by the buyer with
the seller's prior written consent and upon cancellation the seller
shall be entitled to invoice the buyer for all goods and services provided
to the buyer upto the point of cancellation .
4. Quantities
a ) Any quantities stated by the seller are not binding
on the seller . They are commercial estimates only and
the seller will make all reasonable efforts to achieve
.
5. Samples , Telephone Orders and Advice
a ) If the contract is a sale by sample contract , the
goods will correspond with the sample as far as reasonably possible
given the nature of the goods .
b ) The seller is prepared to receive the buyer's order
by telephone but will be under no liability whatsoever for any error
or omission claimed by the buyer to have arisen in relation to a telephone
order and the contract shall be deemed to relateto the goods actually
supplied .
6. Orders
Orders are accepted by the seller upon delivery of the
goods or the supply of the services the subject of the order unlessacceptance
is otherwise communicated .
7. Delivery
a ) Delivery of the goods or performance of the services
shall be made at the agreed place .
b ) Where delivery is made at a place other than the
seller's premises , the buyer will provide , without causing any material
delay to the seller or its agent , safe and proper means of access to
and egress from such place and suitable facilities for the unloading
of the goods ( including were reasonably needed the attendance of the
buyer's representativeat such delivery ) . If the same are not provided
, the seller shall be entitled to withhold delivery and / or charge
the buyerfor any additional costs and time incurred or spent by the
seller or its agent .
c ) All dates for delivery are estimates only and time
for delivery is not of the essence of the contract . The seller may
make delivery in advance of the delivery date upon giving reasonable
notice to the buyer .
d ) The seller shall not be liable in any way for any
direct or indirect loss , damage or expense ( including loss of profitsand
liability to third parties ) suffered or incurred by the buyer as a
consequence of any delay in delivery .
e ) The seller may deliver in instalments if it wishes
and each delivery shall consititute a separate contract. Failure bythe
seller to deliver one or more of such instalments or any claim by the
buyer in respect of any one or more instalmentsshall not entitle the
buyer to any remedies by adjustment of or in relation to any other relevant
contract .
f ) The buyer must inspect all goods within 3 working
days from delivery . If any goods are damaged , missing or lost , the
buyer must submit a detailed written claim to the seller within 3 working
days of delivery of the goods . If the buyer fails to submit a claim
within 3 working days of delivery of the goods , the seller shall be
released from any liability in respect of damage or loss in transit
or short delivery .
g ) The buyer shall sign all appropriate paperwork required
by the seller before accepting the goods and must ensure that he is
in possession of and fully cognizant with the appropriate Health and
Safety Data Sheet and comply with all the requirements specified therein
. The buyer should immediately contact the seller if it is not in possession
of any suchData Sheet . The buyer further undertakes , where appropriate
, to draw the attention of its customers , employees and agents to the
content of the relevant Data Sheet . All Data Sheets shall be in accordance
with English law .
h ) The buyer shall indemnify the seller against any
loss or expenditure incurred by the seller , and against any liabilitywhich
the seller may be under to any third party as a direct result or indirectly
of any breach by the buyer of its obligations under this condition 7.
8. Risk
a ) In respect of any contract other than an export contract
, the risk of damage to or loss of the goods shall pass to the buyer
upon delivery , or if the buyer wrongfully fails to take delivery
, the time when the seller tenders delivery of the goods.Delivery
shall be taken as occurring :-
- Where the goods are delivered by the seller , when
the goods are offloaded from the seller's or its agent's vehicles .
- Where the goods are collected by the buyer , when the
goods are loaded onto the vehicle used by the buyer or its agent .
b ) In respect of any Export Contract , the risk of damage
to or loss of the goods shall pass to the buyer in accordance with the
Incoterm agreed between the parties .
9. Price
a ) Unless otherwise agreed in writing , the price
payable for the goods shall be as stated in the seller's
price list currentat the date of despatch from the seller's
premises and shall be payable in sterling .Such price
shall be exclusive of any storage , carriage and insurance
, customs duties and all other taxes , duties and expenses
in respect of the goods allof which shall be added to
the price for the buyer's account .
b ) The seller has the right from time to time to increase
quoted prices in order that it may maintain its profit margin on the
same .
10. Payment
a) The seller's terms of settlement are cash on delivery
unless otherwise agreed and any relaxation of these terms grantedby
the seller may be withdrawn at any time without notice .The buyer
will reimburse to the seller all costs and expenses ( including legal
costs and interest ) incurred in the collection of any overdue amount
. For the purposes of this condition only , time shall be the essence
of the contract .
b ) The buyer shall not be entitled to set off any sum
claimed against payments due to the seller under any contract .
c ) Where appropriate the seller will issue credit notes
to the buyer which shall be set off only against such invoices as the
seller specifies . Cash refunds against credit notes will be given at
the seller's sole discretion .
11. Retention of Title
a ) Notwithstanding the delivery of and the passing
of risk in the goods to the buyer , title in the goods
shall not pass to the buyer until :-
- The buyer shall have paid the seller in full therefore
pursuant to Condition 10 a no other sums are then outstanding from the
buyer to the seller on any account whatsoever whether or not such sums
have become due for payment .
b ) Until such time as title in the goods passes to the
buyer , the buyer shall hold such goods as the seller's fiduciary agent
and bailee , and shall keep such goods properly stored , protected and
insured .
c ) Until such time as title passes in the goods passes
to the buyer , the seller shall be entitled at any time to require thebuyer
to deliver up such goods to the seller and if the buyer fails to do
so forthwith , to enter upon any premises of the buyer or any third
party where such goods are stored and mark , identify and repossess
such goods .
d ) In the event that the seller exercises any of its
rights under conditions 11 c , any right of the buyer to sell , dispose
of ,deal or in any way use goods in which title has not passed to the
buyer shall cease forthwith .This condition 11 d is without prejudice
to any other rights and remedies available to the seller .
e ) The buyer shall not be entitled to pledge or in any
way change by way of security for any indebtedness any of the goods
which remain the property of the buyer .
12. Effect of Default by the Buyer
a ) If the buyer does not pay the seller in full when
due , compounds with its creditors , executes an assignment for the
benefit of its creditors , has a bankruptcy order made against him
or being a company , enters into voluntary or compulsoryliquidation
or has an administrator or administrative receiver or receiver appointed
over all or part of its assets or takes or suffers any similar action
in consequence of debt or becomes insolvent all sums outstanding in
respect of goods and services shall become payable immediately .The
seller may at its absolute discretion and without prejudice to any
other rights and remedies it may have :-
- Suspend all future deliveries of goods or performance
of services to the buyer and / or terminate the contract without liability
on its part and
- Require payment of interest on all amounts due at a
daily rate equivalent to 4 % above the the base rate of The Royal Bank
of Scotland PLC from time to time in force on the balance outstanding
until payment is made in full , such interest to accrue after as well
as before any judgement , and
- Exercise and of its rights pursuant to condition 11.
Unless the seller expressly elects otherwise , any contract
between it and the buyer shall remain in existence notwithstanding any
exercise by the seller of its rights under this clause .
13. Intellectual Property
a ) No warranty or representation is given by the
seller that the goods do not infringe any copyright ,
patents , trademarks ,registered designs or other industrial
property rights of third parties .
b ) The supply of goods by the seller shall not confer
any right upon the buyer to use any of the seller's trademarks ( exceptin
the re-sale of goods in the packaging supplied by the seller ) , or
any of the seller's copyrights , patents , trademarks or design rights
, and at all times such copyrights , patents , trademarks and design
rights shall remain the absolute peoperty of the seller .
c ) The buyer shall not alter any packaging comprising
the goods and shall not obliterate or obscure any warnings or adviceappearing
on such packaging concerning the use , storage or disposal of the goods
.
14. Warranties and Liabilities
a ) By their nature the type of goods supplied by the
seller may vary from precise specification depending upon raw materials
and formulation used . The seller thereofore does not warrant precise
compliance with technical or data sheets and labels describing them
. The seller warrants that the goods will be within the tolerances
specified by the seller .
b ) The seller reserves the right to use alternative
raw materials or formulations in manufacturing the goods without noticeto
the buyer provided that the goods shall not be rendered unfit for the
purposes communicated by the buyer to the seller.Minor changes in the
colour , appearance or performance in the goods as a result shall not
be actionable by the buyer .
c ) Any goods supplied by the seller as " trial / sample products
at the request of the buyer are provided for test purposesonly and the
buyer shall be solely responsible for any loss or damage arising from
or related to them.
d ) Subject to the provisions of conditions 14 e the
seller's liability to the buyer whether for any breach of the contract
or anyduty owed to the buyer or otherwise shall be limited , as the
seller may elect , to making good any shortage , replacing thegoods
or refunding all , or part of , the contract price against return of
the goods .The seller should be under no liability forany consequential
or indirect loss suffered , or liability to third parties , incurred
by the buyer .
e ) Liability for death or personal injury resulting
from the negligence of the seller shall not be limited , save in the
case of export contracts only the seller shall not be liable for death
or personal injury resulting from the negligence of the seller .
f ) Subject as expressly provided in these conditions
, all warranties , conditions or other terms implied by statute or common
law are excluded to the fullest extent permitted by the law.
g ) Nothing in this condition 14 shall have the affect
of excluding or limiting any liability of the seller under the Consumer
Protection Act 1987 or similar consumer protection legislation to a
person who has suffered damage as a result of a defective product .
h ) The seller shall not be liable to the buyer nor be
deemed to be in breach of contract by reason in any delay in performingor
failing to perform , any of the seller's obligations in relation to
the contract if the delay or failure was due to any causebeyond the
seller's reasonable control including any difficulties in obtaining
raw matrials , labour , fuel , parts or machinery ,power failure or
breakdown of machinery . Any such delay or failure on the part of the
seller shall not affect the obligation of the buyer to pay for the goods
already delivered .
15. Regulations and Labelling
a ) In the case of an export contract , the buyer shall
be responsible for compliance with all relevant laws and regulationsand
for obtaining and maintaining at its expense any necessary import
or export licences , customs clearance , exchangecontrol , consent
or other authorisations and permits whatsoever and the buyer shall
ensure that the goods are at all timeslabelled in such a way as to
ensure the safety which a person is entitled to expect from the goods
.
b ) The seller accepts no responsibility for the content
or the design of the buyer's labels , get-up or literature where theseare
provided other than by the seller .
16. Contracts ( Rights of Third Parties ) Act 1999
The Contracts ( Rights of Third Parties ) Act 1999 is
excluded and shall not apply to any contract .
17. Waiver
The failure of the seller to insist upon the strict performance
of any of the terms and conditions of the contract shall not be construed
as a waiver of any such term or condition and in no way affect the
seller's rights to enforce such provision at a later date .
18. Severability
If any of the terms and conditions of the contract
are found to be invalid , ineffective or unenforceable
, the invalidity , ineffectiveness or unenforceability
of such term or condition shall not affect any other
term or condition and all terms and conditions not affected
by such invalidity , ineffectiveness , or unenforceability
shall remain in full force and effect .
20. Governing Law
The construction , validity and performance of the contract
is governed by English law and by entering into the contractthe parties
submit to the non-exclusive jurisdication of the english courts .
E-mail: admin@conceptdistribution.co.uk
