Intellitec M.V LTD General Conditions of Sale
1.0 Definition 1.1 a buyer means the person who buys the goods from the seller.
1.2 Conditions means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.
1.3 A delivery date means the date specified by the seller when the goods are to be delivered.
1.4 Goods means the articles which the buyer agrees to buy from the seller.
1.5 Price means the price for the goods excluding carriage packing, insurance and VAT.
1.6 A seller means Intellitec M.V Ltd.
2.0 Conditions Applicable
2.1 These conditions shall apply to all contracts for the sale of goods by the seller to the buyer to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order, confirmation or order similar document.
2.2 All orders for goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions.
2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the buyer’s acceptance of these conditions.
2.4 Any variation to these conditions (including special terms and conditions agreed between the parties) shall not be applicable unless agreed in writing by the seller.
3.0 Price and Payment
3.1 The price shall be the sellers quoted which shall be binding upon the sale providing that the buyer shall accept the sellers’ quotation within 30 days. The price is exclusive of VAT which should be due at the rate ruling on the date of VAT invoice.
3.2 Payment of the price and VAT and VAT should be due within 30 days of the date of invoice. Time for shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until date of the payment at a rate of 2% above Barclays Bank Plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 The seller may be giving notice to the buyer at any time up to 7 days before delivery increase the price of the goods to reflect any price increase in the cost to the seller which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the seller (including without limitation, foreign exchange fluctuations taxes and duties and the cost of labour, materials and any other manufacturing costs). Provided that the buyer may cancel the contract within 7 days of any such notice from the seller. The price is exclusive of VAT which should be due at the rate ruling on date of the VAT invoice.
4.0 The Goods
4.1 The goods shall be manufactured in accordance with the description contained in the seller’s specification and manufactured in accordance with all applicable British standards which relate specifically to the goods.
4.2 The seller may from time to time make changes to the specification of the goods which are required to comply with any applicable safety of statutory requirements or which do not materially affect the quality or fitness of the goods.
4.3 The buyer shall inspect the goods on delivery and shall within three days of delivery notify the seller of any alleged defects, shortage in quantity, damage or failure to comply with description or sample. The buyer shall afford the seller an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the buyer should fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the buyer shall be deemed to have accepted the goods.
4.4 The buyer shall notify the seller of any non-delivery of a whole consignment within 14 days of the date of despatch (as stated on invoice). Notwithstanding the receipt by the seller of any such notice a clear signature on a carrier’s delivery advice sheet shall be deemed simply by a receipt of the quantity of goods indicated on the advice sheet.
4.5 If the goods are not in accordance with the contract for any reason the buyers sole remedy shall be limited to the seller making good any shortage by replacing the goods or if the seller shall elect, by refunding proportion of part of the price.
5.0 Warranties and Liability
5.1 The seller warrants that the goods will at the time of delivery correspond to the description given by the seller.
5.2 All terms, conditions and warranties (whether implied or made expressly) whether by the seller or its servants or agents of otherwise (other than those express warranties set out in the current edition of the sellers specification) relating to the quality and/or fitness for the purpose of the goods of any of the goods are excluded.
5.3 In the event of any breach of this contract by the seller the remedies of the buyer should be limited to damages. Under no circumstances shall the liability of the seller exceed the price of the goods.
5.4 All warranties and conditions whether implied by statue or otherwise are excluded from this contract. Providing that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the seller or affect the statutory rights of a buyer dealing as a consumer.
6.0 Delivery of Goods
6.1 Delivery of the goods shall be made to the buyers address on the delivery date. The buyer should make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
6.2 The seller may deliver the goods in separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of this contract of sale.
6.3 The failure of the buyer to pay for any one or more of the said instalments of the goods on the due date shall entitle the seller (at the sole option of the seller).
6.3.1 Without notice to suspend further deliveries of the goods pending payment by the buyer and/or
6.3.2 To treat this contract as repudiated by the buyer.
6.4 The seller shall not be liable for any loss or damage whatsoever due to the failure by the seller to deliver the goods (or any of them) promptly or at all.
6.5 Notwithstanding that the seller may have delayed or failed to deliver the goods (or any of them) promptly the buyer shall be bound to accept that delivery should be tendered at any time within three months of the delivery date.
7.0 Proper Law of Contract
7.1 This contract is subject to the law of England and Wales
7.2 All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
7.3 If the buyer properly rejects any of the goods which are not in accordance with the contract the buyer shall nonetheless pay the full price for such goods unless the buyer promptly gives notice of the rejection to the seller and at the buyers cost return such goods to the seller before the date when payment of the price is due.
7.4 No goods delivered to the buyer which are in accordance with the contract will be accepted for return without prior written approval of the seller on terms to be determined at the absolute discretion of the seller.
7.5 If the seller agrees to accept any such goods for return the buyer shall be liable to pay a handling charge of 15% of the invoice price. Such goods must be returned by the buyer carriage paid to the seller in their original shipping cartons.
7.6 Goods returned without the prior written approval of the seller may at the seller’s absolute discretion may be returned to the buyer or stored at the buyers cost without prejudice to any rights or remedies the seller may have.
8.0 Title and Risk
8.1 The goods shall be at the buyers risk as from delivery
8.2 In spite of delivery having been made property in the goods shall not pass from the seller until
8.2.1 The buyer shall have paid the price plus VAT in full, and
8.2.2 No other sums whatever shall be due from the buyer to the seller.
8.3 Until property in the goods passes to the buyer in accordance with clause 8.2 the buyer shall store the goods and each of them on a fiduciary basis as bailee for the seller. The buyer shall store the goods at no cost to the seller (Separately from all other goods in its possession and marked in such a way that they are clearly identified as the sellers property).
8.4 Notwithstanding that the goods (or any of them) remain the property of the seller the buyer may sell or use the goods in the ordinary course of the buyers business at full market value for the account of the seller. Any such sale or dealing shall be a sale or use of the seller’s property by the buyer on the buyers own behalf and the buyer shall deal a principal when making such sales or dealings. Until property in the good passes from the seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the seller and shall not be mixed with other money paid into any overdrawn bank account and shall be at all material times identified as the sellers money.
8.5 The seller shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the goods has not passed from the seller.
8.6 Until; such time as property in the goods passes from the seller the buyer shall upon request deliver up such of the goods as have not ceased to be in existence or re-sold to the seller. If the buyer fails to do so the seller may enter upon any premises owned occupied or controlled by the buyer where the goods are situated and re-possess the goods. On the making of such requests the rights of the buyer under clause 8.4 shall cease.
8.7 The buyer shall not pledge or in any way charge by way security for indebtedness of any of the goods which are property of the seller. Without prejudice to the other rights of the seller if the buyer does so all sums whatever owning by the buyer to the seller shall forthwith become due and payable.
8.8 The buyer shall insure and keep the insured the goods to the full price against all risks to the reasonable satisfaction of the seller until the date that property in the goods passes from the seller and shall whenever requested by the seller produce a copy of the policy of insurance. Without prejudice to the other rights of the seller if the buyer fails to do so all sums whatever owing by the buyer to the seller shall forthwith become due and payable.
8.9 The buyer shall promptly deliver the prescribed particulars of his contract to the register in accordance with the companies Act 1985 part XII as amended. Without prejudice to the other rights of the seller if the buyer fails to do so all sums whatever owing by the buyer to the seller shall forthwith become due and payable.
9.0 Force Majeure
Notwithstanding any other provision of the conditions the seller shall not be liable in any way for loss of damage resulting from the failure to supply any of the goods, for any delay or defect in the supply of any of the goods caused by force majeure or strike, lockout industrial action, accident fire, scarcity of materials or labour or any other cause not within the sellers direct control.
10.0 Severance
Any provision of this contract which is or may be void or unenforceable shall to the extent of such individuality or unenforceability be deemed severable and shall not affect any other provision of this contract.
11.0 Waiver
No waiver of forbearance by the seller (whether expressed or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
12.0 Insolvency
If the buyer fails to make payment for the goods in accordance with its contract of sale or commits any other breach of its contract of sale or if the buyer offers to make any arrangements with its creditors or if any petition is presented against the buyer or the buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the buyer (other than the purpose of amalgamation or re-construction without insolvency) shall be passed or presented or if a receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of buyers business or asset or if any petition for the appointment of an Administrator is presented against the buyer or if the buyer shall suffer any analogous proceedings under foreign law all sum outstanding in respect of the goods shall become payable immediately. The seller may in its absolute discretion without prejudice to any other rights which it may have
i. Suspend all future deliveries of goods to the buyer and/or terminate the contract without liability on its part, and/or
ii. Exercise any of the rights pursuant to clause 8.
13.0 Proper Law of Contract
13.1 This contract is subject to the law of England and Wales
13.2 All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
