Purolite Ltd - GENERAL CONDITIONS OF SALE
1. The Seller means PUROLITE LTD and the BUYER means the purchaser of the goods from the SELLER.
2. All goods purchased from the SELLER are purchased on the following terms unless expressly agreed otherwise in writing.
3. Neither the BUYER nor the SELLER shall be bound by any variation waiver of, or addition to these conditions except as agreed by both parties in writing or signed on their behalf
4. A contract shall only exist between the BUYER and SELLER when either:-
a) A contract shall have been signed by both parties, or
b) The BUYER shall have placed an order on the SELLER and the SELLER has accepted it in writing, or
c) The SELLER shall have submitted a written tender document or quotation, acceptance of which in writing without variation has been communicated by the BUYER to the SELLER within the specified validity period of, if not specified, within 30 days of its submission.
QUALITY AND DESCRIPTION
5. The SELLER undertakes that the goods will conform to the SELLER's sales speciﬁcation or, if no sales speciﬁcation is issued, they will be of normal industrial quality. The SELLER does not undertake to supply goods as per samples. No warranty, condition, description or representation is to be taken to have been given or implied from anything said or written during the negotiations between the SELLER and the BUYER or their respective agents or representatives prior to the making of the contract. The terms hereof shall be deemed to incorporate the entirety of the contract between the BUYER and the SELLER and any statutory or other warranty, condition or description expressed or implied as to the state, quality or ﬁtness for any purpose of the grade of the goods which are the subject of a contract, is expressly excluded.
6. The BUYER assumes all risks and liability for results obtained by the product sold hereunder, whether used simply or in combination with other products. Goods replaced by the SELLER - at his decision - as not being in accordance with its normal standard quality will not form the subject of any claim or loss, damage or expenses.
a) Complaints can only be considered if made in writing within 30 days of receipt of the goods and must be accompanied by samples and the products (if any) made therefrom. Complaints in respect of alleged faulty goods shall not be a ground for withholding payments of accounts and shall not give the BUYER any right of set-off against payments due to the SELLER. No allowances can be made on return of goods by the BUYER unless agreed in writing. The SELLER cannot accept responsibility for deleterious effects resulting from the application of any process or treatment.
b) Specifications - the BUYER has supplied any designs, patterns, drawings, requirements or speciﬁcations, the SELLER shall not be responsible for any defects in the goods due to compliance with the BUYER's instructions.
c) Illustrations - all descriptive matter, speciﬁcations and drawings and all particulars submitted by the SELLER or contained in the SELLER's catalogue of advertising matter or website shall be considered as approximate only and shall not form part of the contract. The SELLER reserves the right to alter its speciﬁcations without notice.
d) Performance ﬁgure - any facts or ﬁgures relating to performance and published or communicated by the SELLER are given in good faith and based on experience. They shall not form part of the contract nor involve the SELLER in undertaking to obtain equivalent results. The BUYER assumes liability for the capacity or performance of the machines being sufﬁcient and suitable for its purpose and for its premises being suited to the installation and of operation of the machines.
DELIVERY AND RE-DELIVERY
7. The speciﬁed time of delivery shall be reckoned from whichever shall be the later of:
a) The date of the SELLER’s acceptance of the Order, or
b) The date when the SELLER receives all the necessary information to enable it to put the work in hand, or
c) The SELLER's receipt of proof of issue of an import licence where necessary. or
d) The receipt of any advance payment stipulated
8. lf the BUYER shall refuse delivery or shall not give delivery instructions within 7 days after notice the goods are ready for despatch in accordance with the terms of the contract, unless agreed between the BUYER and the SELLER, the SELLER may:
a) At its option extend the delivery period or by notice in writing cancel the order, or
b) Cancel any undelivered balance not taken up by the date stated, or any balance which the SELLER cannot deliver by reasons of the BUYER‘s default. without prejudice to any claim for damages the SELLER may have, or
c) Store the undelivered material at the expense of the BUYER and the goods shall thereupon be at the BUYER's risk and it shall then be responsible for all storage, delivery and other charges in respect thereof, or delivery in instalments unless
d) Otherwise especially stipulated herein, and all such instalments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve the BUYER of its obligation to accept remaining deliveries, or
e) Dispose of the undelivered material (whether or not previously stored) at a reasonable price, or require immediate payment for the goods (whether or not delivered or stored) including cost of storage return carriage or handling charges but after allowance for the net proceeds of any disposal, and
f) At its discretion treat either as binding or as terminated, by the BUYER's refusal or failure, any obligation of the SELLER to deliver under the contract or the SELLER's obligation under any other contract then subsisting between the BUYER and the SELLER.
9. The SELLER shall not be responsible for any delay in delivery or failure to deliver from any cause whatsoever, including, without prejudice to the generality of the foregoing, stoppage of its works or any interruption of progress from non-availability of materials or parts, war riot. ﬁre, explosion, or from strike, labour dispute, or from Government or local restrictions, or force majeure, whether occurring as regards the SELLER's works or as regards any of the SELLER's suppliers. Any delay in delivery shall not entitle the BUYER to cancel the contract. The BUYER shall grant the SELLER such extension of time as may be reasonable.
10. Installation - unless otherwise speciﬁcally stated installation at the BUYER's premises shall be at the BUYER's expense and does not form part of this contract. All necessary labour shall be found by the BUYER at its expense.
11. The SELLER reserves the right to use its sole discretion in apportioning available supplies between the BUYER and other customers of the SELLER and the SELLER's own internal requirements.
12. Damage losser non-delivery.
a) For notiﬁcation of loss of, damage to, or non-delivery of goods, the BUYER must advise the carrier and the SELLER in writing (otherwise than by a qualiﬁed signature on the carrier's delivery note) within the following time limits: Partial loss, damage, or non-delivery of any separate part of a consignment - within three days of date of delivery of the consignment or part consignment.
b) Non-delivery or whole consignment -within fourteen days of Advice of Despatch for deliveries within Great Britain, or within ten days after the scheduled arrival date for deliveries outside Great Britain. The BUYER shall have no claim against the SELLER in respect of loss, damage or non-delivery unless the BUYER complies with the provisions of this condition.
TERMS OF PAYMENT
13. (a) Time of payment shall be the essence of the contract. All sums due shall be payable in Sterling or in the agreed currency.
(b) Where no other terms of payment are expressly provided in the contract, the price shall be strictly net and payment in full in respect of any goods shall be due.
(c) Payment of the price shall be made within the period after delivery speciﬁed in the order.
lf the BUYER shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with 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 an Order to that effect, or if not being an incorporated company they shall have a Receiving Order made against them, or if there shall be any breach by the BUYER of any of the terms and conditions hereof, the SELLER may suspend or withhold deliveries of any goods (without prejudice to all other rights and remedies the SELLER may have) until the full amount of the price is received by the SELLER, or may at its option immediately cancel the contractor any contract.
15. Prices - the price of the goods shall be that ruling at the date of delivery. The SELLER reserves the right to alter his prices at any time up to delivery consequent upon alteration in the basic cost to him of materials or labour or consequent upon alteration in the exchange rates affecting the cost of purchases by the SELLER of goods or services abroad or consequent upon his costs being affected by restrictions or regulations imposed by legislation of any Government or other authorities. A certiﬁcate of the SELLER's auditors shall be accepted by the BUYER as conclusive to any increase in prices.
16. The risk in the property shall pass to the BUYER at the point of delivery named in the contract. The goods shall remain the property of the SELLER even after delivery until the complete payment of the purchase price and until any outstanding debt of the purchaser's and seller's books has been cleared even if arising before the transaction in question.
17. All goods shall be regarded as having been accepted by the BUYER in accordance with the period set down by clause (6)(a) thereof and after the expiry of this period no claims in respect of the goods will be made against the SELLER.
18. Any demurrage charges levied on the SELLER as a result of the retention of cars or vehicles by the BUYER shall be refunded to the SELLER by the BUYER.
19. Patents Rights - no warranty, guarantee or condition is given or shall be implied that the goods sold by the SELLER or their use will not infringe the patent or design rights of any third party in any country and all warranties, guarantees or conditions expressed or implied by the law of any country concerning the infringement of the industrial property rights of third parties are expressly excluded.
20. SELLER's Rights in Plan, Drawings, Patterns etc - any speciﬁcations, plans, drawings, patterns or designs supplied by the SELLER to the BUYER in connection with the Order shall be regarded by the BUYER as secret and conﬁdential and shall not, without the consent in writing of the SELLER be published or disclosed to any third party, or made use of by the BUYER except for the purpose of implementing the Order.
21. Assignment - this contract is not assignable by the BUYER, in whole or in part, except with the written consent of the SELLER.