Sales & Service Terms & Conditions
Fujichem Sonneborn Limited – TERMS & CONDITIONS OF SALE All orders are accepted on the terms, conditions and exclusions herein contained. These terms, conditions and exclusions shall not be varied except as agreed by us in writing.
Prices quoted are those ruling at the date of the quotation and shall be subject to revision if increases in costs or other circumstances arising before completion of the order render such action necessary. Prices quoted exclude Value Added Tax, Sales Taxes or any similar taxes which will be charged additionally to the buyer.
3. TERMS OF DELIVERY
- Dates for delivery are given in good faith and as accurately as possible but are not guaranteed. We shall be under no liability whatsoever for any delay in performance of any order by reason or in consequence of force majeure or of any matter or thing outside our control including but not limited to labour troubles, civil commotion, natural catastrophe, government restriction, shortage of supplies or customers instructions or lack of instructions. We shall have the right to despatch any portion of the goods ordered and we shall be entitled to invoice the customer for such despatched portion so that for the purposes of payment each portion shall be deemed to be a separate contract and may be invoiced separately. Should the customer notify us of inability to receive or store goods ordered or should the customer fail to give us adequate delivery instructions when required or fail to collect goods sold ex-works, the goods will be stored at the customer’s risk and expense. We shall be entitled to manufacture the goods immediately upon receipt of the customer’s written order or as soon thereafter as we think fit irrespective of any date which may be specified for delivery thereof.
- Where the Buyer orders goods for delivery by instalments each delivery shall constitute a separate contract and the Buyer shall not be entitled to refuse to take delivery of or refuse to pay for any instalments on the grounds that a previous instalment was defective or otherwise.
- Delivery charges: Unless otherwise agreed in writing consignments of 75 litres (or 75 kilos) or more will be delivered free of charge in the UK. The cost of delivery of goods of a smaller quantity will be charged to the Buyer at our discretion.
- We may deliver against any order an excess or deficiency of up to 10% of the quantity ordered provided that where there is an excess or deficiency on delivery the amount charged for the goods delivered will be adjusted proportionately.
4. DELIVERY, PASSING OF RISK AND RETENTION OF PROPERTY
- Delivery shall be deemed to be effected and risk in the goods shall pass to Buyers as follows: -
- In all cases where the goods are to be delivered to an address in the UK or fob UK port – when the goods have been so delivered.
- In all cases where the goods are to be collected by Buyers – when the goods have been collected by Buyers or by anyone acting on their behalf.
- In spite of delivery having been made property in the Goods shall not pass from the Seller until:
- the Buyer shall have paid the Price plus VAT in full: and
- no other sums whatever shall be due from the Buyer to the Seller.
- Until property in the Goods passes to the Buyer in accordance with clause 4.2 the Buyer shall hold 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 Seller’s property.
- 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 Buyer’s 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 Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods 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 or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
- 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.
- 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 resold 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 repossess the Goods. On the making of such request the rights of the Buyer under clause 4.4 shall cease.
- The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
- The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in 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.
- The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part Xll 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.
5. RETURNABLE CONTAINERS AND PALLETS
Returnable Containers and Pallets remain in our property at all times and may be charged on invoice. If so charged the Buyer will be given full credit if such returnable containers or pallets are promptly returned (consigned carriage paid) to us at the point from which they were originally despatched in good condition to our satisfaction.
6. NOTIFICATION OF LOSS OF, DAMAGE TO, OR NON DELIVERY OF GOODS
Claims for damage to or loss of goods in transit must be submitted in writing both to us and to the carrier (if appropriate) as follows: -
- In the case of non-delivery of the whole of any consignment or of any separate packing forming part of a consignment – within 14 days of the date of despatch shown on the invoice or advice note (whichever is the earlier).
- In the case of damage to or partial loss of the goods or shortages from packages – within three days of delivery. The goods received must have been signed for as damaged or incomplete. Failing which we will decline to entertain any claims and the goods shall be deemed to have been delivered in accordance with the contract complete and in a satisfactory condition. Our liability may extend to repairing or replacing free of charge any goods damaged or lost in transit but in no event will it exceed the invoice price of the goods in respect of which a claim is made nor include consequential loss, damage or expense howsoever arising.
Unless otherwise agreed in writing payment shall be made at the net invoice value without any deductions by the last day of the month following the month in which delivery was made or in which (if ex-works) the goods were ready for collection. Failure by the Buyer to make punctual payment shall entitle us to suspend any outstanding deliveries or to cancel the contract so far as it remains unperformed at our option and without prejudice to our rights to claim for the price of goods already delivered at the date of cancellation and for loss or injury occasioned thereby.
8. WARRANTY AND EXCLUSIONS
- We undertake that the goods delivered to the Buyer will be of normal industrial quality, save as aforesaid any warranty or conditions, statutory or otherwise express or implied, whether oral or written as to quality of the goods or their fitness for a particular purpose are excluded and negatived.
- The application and use of the goods is the absolute responsibility of the Buyer. Any technical and other advice, information and data provided by us, whether verbally, in writing or by way of trials or tests, is given without warranty and the Buyer shall be deemed to have carried out its own tests to ensure the suitability of the goods for his intended purposes and applications.
- The Buyer must give to us immediate written notice containing full particulars of any claim that the goods are not of stated quality to enable us to investigate the complaint before the remainder of the consignment of goods are used or returned to us. Our liability hereunder or in the case of any other breach of contract is strictly limited to the invoice price of the goods not of stated quality or to the invoice price of goods supplied to the Buyer under the contract which is breached and we accept no liability for consequential loss of any kind howsoever arising.
9. CONTRACTS NOT ASSIGNABLE
This Contract is between us and the Buyer as principals, and is not assignable without our written consent.
The Buyer shall indemnify us against all damages, penalties, costs and expenses to which we may be liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any letters patent, registered design, proprietary process or otherwise.
11. GOVERNING LAW
This contract shall be governed by and construed in accordance with the laws of England and the Buyer agrees to submit to the jurisdiction of the English Courts.