In these conditions: “Seller” refers to NEXCHEM LTD and/or its subsidiary or associated companies. “Buyer” refers to the individual firm or company to whom a quotation is addressed or whose order is accepted by the seller.
1.1 These conditions shall apply in respect of all (“contract”) between the Seller and Buyer for the purchase of goods from the Seller.
1.2 All quotations, offers and tenders are made subject to the following conditions.
1.3 Unless expressly accepted in writing by the Seller or as otherwise provided in these conditions, all other terms, conditions or warranties are excluded from any Contract between the seller and the Buyer.
1.4 No other conditions are incorporated or implied into any Contract between the Buyer and the Seller.
2. Price and Payment
2.1 The price for each delivery of goods will be the Seller’s price ruling for the goods at the date of delivery or, in the event of the Seller requiring before delivery of the goods, at the date on which payment is due.
2.2 All prices are net and not subject to any discount.
2.3 All prices unless otherwise specifically stated are exclusive of VAT and any other applicable taxes, including hydrocarbon oil duty, where applicable, and do not include delivery or package charges.
2.4 Unless an earlier date is specified by the Seller, payment is due and shall be made at the Seller’s offices by the 20th of the month following invoice.
2.5 Time of the payment shall be of the essence and failure by the Buyer to pay the Price or any instalment thereof in due item shall entitle the Seller to treat such failure as a repudiation of the contract by the Buyer and to require the Buyer to make immediate payment of all monies due or to become due and to recover from the Buyer damages for such breach of contract and/or at the Seller’s option to charge interest at either per centum annum or four per centum annum above the Base Rate of National Westminster plc, whichever shall be the greater from the due date until payment.
2.6 Where the Buyer defaults in payment, the Seller shall be entitled to suspend any or all further deliveries under the Contract.
2.7 Where goods are delivered by instalments the Seller may invoice each instalment separately and the Buyer shall pay such invoice in accordance with these conditions.
2.8 The Seller shall be entitled to charge the Buyer for carboys, drums, IBC’s or other types of packaging where such packaging is used for transportation of the goods to the Buyer.
2.9 Where the seller has indicated to the Buyer that such packaging is returnable to the Seller, the Buyer shall return them to the Seller in good condition within 3 months, carriage paid, and the Seller will credit the Buyer for such returned packaging in his next account.
2.10 All returnable packages which are not returnable to Seller in accordance with this provision, not complete or in good condition, and which have not previously been charged form will be charged for on a monthly basis for each month (or past thereof) of delay in returning the same in accordance with the Seller’s standard charges from time to time, payment thereof being due in accordance with condition 2.4.
2.11 The Seller reserves the right, at any time, to withhold credit facilities from or to limit the amount or period of credit will grant to Buyer.
3.1 Time of delivery of the goods is not guaranteed.
3.2 Unless otherwise agreed, the Seller shall deliver to the Buyer’s premises stated in the Buyer’s order.
3.3 The Seller accepts no liability, subject to condition 7, unless delivery is more than 14 days late and the Buyer has informed the Seller of such non-delivery in writing. The Buyer shall have no right to cancel the Contract for failure to meet any delivery or completion time stated.
3.4 The Seller reserves the right to deliver less or more than the quantity of goods ordered up to 5% and the Buyer shall pay for the quantity actually delivered. Measurements of volume or weight are also subject to variation as a result of normal manufacturing or packing processes and the Buyer must accept such variations up to 5% of the stated measurement.
3.5 Failure by the Buyer to take delivery of any one or more instalments of goods delivered in accordance with the Contract shall entitle the Seller to terminate the Contract either in whole or part.
3.6 If seller shall fail to make delivery or shall make defective delivery of any instalment, such failure or defective delivery shall not affect the obligations of the parties under the contract of which these Conditions form part in respect of the other instalments.
3.7 No liability can be accepted for damages in transit unless the Seller is notified in writing and a copy is received at the Registered Office of the Seller within 4 days from receipt of the goods. Where the Seller is notified of the damage to the goods in accordance with this provision, the Seller shall repair or replace the goods at its sole option.
3.8 If the Buyer does not promptly discharge road tankers used to deliver the goods to the Buyer, the Buyer shall indemnify the Seller against any liability whatsoever including, but not limited to a liability to pay demurrage or similar payments owed to the owner/operator of the road tanker in respect of the consequent delay.
4.1 If the Buyer shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors, or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a Court shall make on Order to the effect, or if not being an incorporated company, shall have a receiving order made against it or if there shall be any breach by the Buyer of any of the terms or conditions hereof, the Seller may defer or cancel any further deliveries and treat the contract of which these conditions form part as determined but without prejudice to its right to any unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof.
5. Risk and Reservation of Title
5.1 The risk in the goods shall remain with the Seller until delivery by the Seller or collection of the goods by the Buyer or payment for the goods by the Buyer, whichever is the earlier, at which time the risk in the goods shall be transferred to the Buyer.
5.2 Ownership of goods (including packaging) delivered under the contract shall remain with the seller until payment in full has been made to the Seller for all monies owing in respect of all goods and packaging delivered to the Buyer by the Seller whether under this or any other Contract or account.
5.3 If any payment is overdue, whether under this or any other Contract between the Seller and the Buyer or the Buyer enters or threatens to enter any insolvency arrangement or procedure (including, but not limited to administrative receivership or liquidation), the Seller may, without prejudice to any whether by itself or my agents appointed enter upon the Buyer’s premises for that purpose.
5.4 Notwithstanding that title to the goods (including packaging) has not passed to the Buyer, the Seller shall be entitles to maintain an action for the price of the goods and/or packaging.
5.5 Each paragraph or sub-paragraph of this condition is separate, severable and distinct.
6.1 The goods supplied by the Seller shall be in accordance with the specification supplied by the Seller (if any) and shall be of satisfactory quality but are not tested or sold as fit for any particular purpose unless specifically agreed in writing by the Seller.
6.2 If the condition of the goods is such as might or would (subject to these condition) entitle the Buyer to claim damages, to repudiate the contract or to reject the goods the Buyer must first ask the Seller to repair the goods or supply satisfactory substitute goods and the Seller shall then be entitles at its option to repair or supply satisfactory substitute goods free of cost and within a reasonable time or to repay the price of the goods in respect of which the complaint is made.
6.3 If the Seller does so repair or supply satisfactory goods or effect repayment under condition 6.2 , the Buyer shall be bound to accept such repaired or substituted goods or repayment and the Seller shall be under no further liability in respect of any loss or damage of whatever nature arising in relation of those goods.
6.4 Except as otherwise provided in these conditions, section 12 of the Sale of Goods Act 1979 is implied into the Contract.
7.1 The Seller or the Seller’s manufactures or suppliers provide written instructions and/or advice to the Buyer for the safe used of the Seller’s goods and containers (such as carboys, drums, IBC’s) and other types of packaging. The Seller accepts no liability whatever for any losses, costs or other claims caused where the Buyer uses its own containers or caused as a result of the Buyer’s failure to use the Sellers goods, containers or other packaging in accordance with the written safety instructions and/or advice.
7.2 Where the Seller delivers goods and containers/packaging to the Buyer.
7.2.1 The point of delivery will be the delivery vehicle’s side and the Seller accepts no liability whatever for any losses, costs or other claims in connection with the transfer of the goods and containers/packaging from the vehicle side to the Buyer’s storage location.
7.2.2 The Seller ensures that all packaging in the form of carboys, drums, IBCs, etc are suitable to protect the goods from damage during deliver.
7.2.3 The Seller can accept no liability for any loss or damage caused where such packaging is used for the further transportation of the goods or other unconnected goods and the Buyer must satisfy himself that the goods are safely packaged for such transportation.
7.3 Where the Buyer receives goods via a “Pump Over” or “Blow Over” delivery system, it is the Buyer’s responsibility to ensure that all operating instructions and health and safety procedures are followed at the point of delivery and the Seller accepts no responsibility for any claims, losses, costs or damage caused at and from the point of transfer to the Buyer’s installation.
7.4 Where the Buyer collects the goods from the Seller, although the Seller may inspect any collection vehicle used by the Buyer, the Seller shall not be responsible for any losses caused or claims made to the Buyer as a result of the unsuitability/inappropriateness of the vehicle in any respect whatsoever.
7.5 Unless the Seller has specifically confirmed to the Buyer that the goods are suitable to be mixed with any other goods, the Seller accepts no liability for admixture of the goods with any other goods and it shall be the Buyers sole and entire responsibility to ensure that the products concerned and the containers to be used are entirely suitable for such admixture and/or for transfer of such.
7.6 For the avoidance of doubt, under no circumstances whatever shall the Seller be liable for losses special to the particular circumstances of the Buyer, indirect or consequential losses including loss of profits, damages to property or wasted expenditure. Further, the Seller’s liability shall not exceed the contract price of goods. The price of the goods is based on the assumption that the liability of the Seller is as set out herein.
7.7 Nothing contained in these Conditions shall limit or restrict the Seller’s liability for death or personal injury caused as a result of the Seller’s negligence, nor does the Seller limit or restrict its liability fraudulent misrepresentation under the Misrepresentation Act 1967.
8.1 The Buyer shall not without Seller’s prior written consent assign or transfer or purport to assign or transfer the contract to which these Conditions relate or the benefit thereof to any other person whomsoever.
9. Trade Marks
9.1 The supply of goods by Seller shall not confer any right upon the Buyer to use any Seller’s trade-marks without prior written consent of the Seller and at all times trade-marks shall remain the property of Seller.
9.2 Neither does it imply any right to use any Sellers patent or any indemnity against infringement of third party patents.
10. Force Majeure
10.1 The Seller shall have the right to cancel or delay deliveries of the goods if it is prevent from or hindered in or delayed in manufacturing or delivering the goods or any part thereof through any circumstances beyond its reasonable control, including but not limited to war, riot, government requisitions of any kind, suspension or loss or means of transport, strikes, lock outs, labour disputes, fire, explosion, flood, accident, failure of any third party to supply the Seller, breakdown of machinery or anything directly or indirectly interfering with the raw materials or the manufacture, supply, shipment, arrival or delivery of the goods. During any such period of cancellation, the Buyer shall have the right to purchase elsewhere at his own risk and cost such quantities of the goods as may be necessary.
11.1 No variation to any Contract shall have effect unless signed in wrong on behalf of the Seller by an Officer of the Seller.
12.1 The Contract shall be governed and interpreted according to the laws of England and shall subject to the jurisdiction of the English Courts.