The Seller shall mean Codis Maya. The Buyer shall mean the person buying the goods. The Goods shall mean the goods to be supplied by the Seller to the Buyer under the contract of which these terms and conditions form part.
Quotations issued by the Company are not offers capable of acceptance so as to make a binding contract. All orders placed with the Seller require the Seller’s written acceptance before any contact arises. In the absence of express written agreement to the contrary, all contracts entered into between the Seller and the Buyer shall be upon and subject to these terms and conditions.
a) It shall be the duty of the Buyer to insure the goods from the time they leave the possession of the Seller for onward transmission to the Buyer or any destination nominated by the Buyer. The Buyer shall be responsible for such insurance whether the Goods be carried by road, sea, air and whether by courier or by post or otherwise howsoever.
b) The Buyer may request the Seller to arrange for the carriage and insurance of the Goods to the Buyer or the Buyer’s nominated destination subject to the written agreement of the Seller. The cost of such carriage and insurance shall be borne by the Buyer and added to the invoiced price of the Goods.
4. PRICE & PAYMENT TERMS
a) The Seller shall quote the price of the Goods in £ pounds sterling. Payment by the Buyer to the Seller must be made in £ pounds sterling by such method as is agreed in writing between the parties.
b) The Seller reserves the right to alter any price quoted without being required to give the client prior notice of such alteration should the cost of raw materials employed in the Goods increase by more than 5% from the date of quotation by the Seller. The Seller’s right to increase the price of the Goods shall remain in force until the date when the Goods leave the possession of the Seller for onward transmission to the Buyer or the Buyer’s nominated destination.
c) All prices quoted cover only such goods and services as are expressly referred to.
a) Any delivery dates agreed between the parties shall not be of the essence of the contract.
b) The Seller shall be free to delay delivery of the Goods to the Buyer or the Buyer’s nominated destination in any circumstance, including but not limited to delays caused by disputes with employees, breakdowns, accidents, delays in transport, unavailability of raw materials, fire, compliance with government requirements, force majeure or any other cause beyond the Seller’s control.
c) The Seller shall not be liable for any claim whatsoever by the Buyer or any third party in respect of loss, damage or expense, direct, indirect or consequential upon late delivery of the Goods or any of them to the Buyer or Buyer’s nominated destination even if you said delay is caused by negligence on the part of the Seller.
d) The Buyer agrees to take delivery of the Goods on the delivery date or such later date as the Buyer shall decide.
6. FAILURE TO TAKE DELIVERY
Should the Buyer fail to take delivery on the delivery date agreed between the parties or such later delivery date as decided by the Seller, the Seller may do any of the following:
a) The Seller may treat the Buyer’s failure as a repudiation of the contract or the balance of the contract and may, by written notice to the Buyer, treat the contract as at an end;
b) The Seller may claim the full purchase price of the Goods from the Buyer, such sum to become immediately due and payable together with interest as set out in clause hereof;
c) In addition to sub-clause (a) hereof the Seller may also, by giving written notice to the Buyer, treat as repudiated any other outstanding contracts between the Seller and the Buyer.
d) Should the Seller take the steps referred to in (a) and/or c) hereof, the Seller shall have the right to retain any monies paid by the Buyer in advance of delivery of the Goods or any other monies held by the Seller in respect of dealings with the Buyer as compensation for loss or injury occasioned by the Buyer’s failure to accept delivery. Thereafter, the Seller shall provide the Buyer with a written record of its losses, injuries and expenses and pay to the Buyer any balance of the Buyer’s money being held in excess of those losses, injuries and expenses. Should the Seller sell the Goods to another purchaser, the Seller shall be bound to adjust its figure for loss, injury and expense and thereafter provide the Buyer with a further sum representing the decrease in loss, injury or expense.
7. EXAMINATION OF THE GOODS
a) The Buyer must inspect the Goods within seven working days from off-loading of the Goods at the Buyer’s premises or other designation dominated by the Buyer for delivery of the Goods.
b) The Seller shall entertain claims in respect of non-delivery, partial delivery, damaged Goods or faulty Goods unless such claims are received at the Seller’s premises in writing within seven days of such delivery.
c) If the Seller shall receive a written claim in accordance with the sub-clause (b) hereof that the Goods are damaged or defective, the Seller may, at its option;
i) arrange at its own expense, the return of the Goods for repair by the Seller. The Buyer shall be bound to accept the returned Goods in full and final settlement of any claims it may have, direct, indirect or consequential, in respect of any loss, damage or expense incurred as a result of the Goods being defective or damaged, or;
ii) the Seller may, at its own expense, arrange for replacement Goods to be dispatched to the Buyer or the Buyer’s nominated destination after which time the Buyer must forthwith, at the Sellers expense, return the damaged or defective goods, or;
iii) the Seller may return to the Buyer any sums paid by the Buyer in total or partial settlement of the price of the Goods in advance of delivery, after which the Buyer must forthwith, return, at its own expense, the damaged or defective Goods;
d) If the Seller shall receive a written claim in accordance with sub-clause (b) hereof concerning non-delivery or partial delivery of the Goods, the Seller may, at its option:
i) despatch to the Buyer or the Buyer’s nominated destination, further goods in replacement of the Goods which the Buyer claims are missing;
ii) the seller may return to the Buyer such part of the purchase price paid in advance to the Seller by the Buyer which is in excess of the invoiced value of the Goods actually delivered;
e) Should the Buyer’s claim for non-delivery, partial delivery, damaged or defective Goods by the result of any act or omission of the Buyer, it’s servant or agent or the Buyer’s carrier, subcontractor, officer, servant or agent, the Seller shall not be bound to take any action in respect of the claim and shall entertain no claim for loss, damage or expense incurred by the Buyer in respect of the non-delivery, partial delivery, damage or defects.
f) Should the Seller deal with the Buyer’s claim by taking any of the steps referred to in paragraphs (a) to (d) hereof, the Seller shall be under no further liability to the Buyer and the Buyer accepts the Seller’s actions in full and final settlement of any claim which the Buyer may have against the Seller for loss, damage or expense, direct, indirect or consequential arising from the non-delivery, partial delivery, damage or defects in the Goods, even if the Buyer’s claim is as a result of the negligence of the Seller.
g) Should the Seller fail to take any steps referred to in paragraph (a) to (d) hereof, the Buyer shall be entitled to claim a sum in damages in respect of its, damage or expense, but such sum shall be limited to the invoiced price of the Goods, the subject of the Goods, the subject of the claim.
8. EXPORT TERMS
As referred to in cause 3, it shall be the Buyer’s responsibility to arrange for the carriage and insurance of Goods from the Seller’s premises to it’s premises or any other destination nominated by the Buyer. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties, taxes or storage charges resulting from the said importation.
9. OVERDUE ACCOUNTS
a) Interest will be charged at the rate of 2.5% per month on all sums due from the Buyer to the Seller. Interest will start to run from the day immediately after payment is due until payment is received by the Seller.
b) Failure by the Buyer to make punctual payment in accordance with the terms of this clause shall entitle the Seller to suspend any outstanding deliveries or cancel the contract so far as it remains unperformed at their option and without prejudice to the Selle’s right to claim the price of Goods supplied at the date of cancellation and for loss or injury as occasioned thereby.
c) The Seller shall have general lien over any Goods of the Buyer in its power, possession or control for any sums due and outstanding from the Buyer.
d) Should the Buyer come insolvent, bankrupt or be the subject of administrative receivership or a creditor’s voluntary arrangement or a receiver to appointed over all or any of the assets for the Buyer, the Seller shall be entitled to treat the contract and any other contract between the parties as at an end and shall be entitled to suspend any outstanding deliveries on giving written notice thereof to the Buyer.
a) The title in the Goods shall not pass to the Seller until such time as the whole of the price of the Goods and such other sums for carriage and insurance have been paid by the Buyer to the Seller.
b) Until title in the Goods has passed to the Buyer, the Seller may at any time require the Goods to be returned to it by the Buyer at the Buyer’s expense, upon giving the Buyer written notice. If the Buyer shall fail to comply with the Seller’s written notice in accordance thereof, the Seller may enter onto the Buyer’s premises and may retake possession of the Goods. Such costs and expenses incurred by the Seller in retaking possession shall be paid by the Buyer.
11. PASSING OF RISK
a) Risk shall pass to the Buyer as soon as the Goods are transferred to the power, possession, custody of control of the Buyer or the Buyer’s carrier be it a courier or postal service or otherwise howsoever.
b) Where the Goods are delivered in installments, each installment shall be treated for the purpose of this condition as if it were a separate order and delivery.
c) The buyer shall indemnify the Seller for all claims, demands, damages, penalties, costs, expenses or liability in respect of the infringement of any letters, patents, registered design, unregistered design right, copyright or other intellectual property right, or breach of confidence (not being a breach by the Seller), resulting from or arising in the course of performance of a contract in accordance with the terms of this contract, it being specially agreed that the Seller does not warrant that the supply or use of the Goods in the United Kingdom or elsewhere is not an infringement of the right of third parties in industrial property.
12. PROPER LAW
Any contract entered into between the parties shall be governed by and construed in accordance with the laws of England and the parties hereto submit to the non-exclusive jurisdiction of the High Court.