STANDARD CONDITIONS OF SALE
1. De nitions In these conditions, unless the context requires otherwise:-
4.5 All Goods sold by the Seller (other than under international supply contracts as described in Section 26 of the Unfair Contract Terms Act 1977) are supplied with the bene t of the terms implied by Section 12 of the Sale of Goods Act 1979. Subject, thereto and whether or not the Contract is a contract for sale, all conditions, warranties and other terms expressed or implied, statutory or otherwise are expressly excluded save insofar as contained herein or as otherwise expressly agreed by the Seller in writing then PROVIDED that if and insofar as any legislation or any order made there under shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable, any attempt to exclude such term, the foregoing provisions of the paragraph will not apply to any such term. 5. The following provisions shall apply to all Contracts other than international supply contracts as de ned in paragraph 4.5 above and to all Goods that under the Contract the Seller agrees to supply to the Buyer. No failure by the Seller to enforce strict compliance by the Buyer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice, limit or extinguish the Seller's rights under this paragraph. 6. Retention of Title - - For the avoidance of doubt the Goods sold by the Seller to the Buyer remain the property of the Seller until paid for in full. Upon delivery of the Goods the Buyer shall hold the Goods solely as bailee for the Seller and the Goods shall remain the property of the Seller until such time as the Buyer has paid to the Seller the full purchase price thereof. Until such time, the Buyer, if so required by the Seller shall store the Goods separately from Goods not being the property of the Seller, and in such a fashion as to be readily identi able by the Seller who shall be entitled to examine the Goods upon reasonable notice, to require that the Goods shall be delivered up to it and to recover the some and for the purpose of exercising such rights the Seller its employees or agents with appropriate transport may enter upon the Buyer's premises and any other location in which the Goods are situated. The Buyer is hereby licensed to sell on the Goods and any product incorporating any of them but shall hold the whole of the proceeds of sale as trustee and agent for the Seller, and shall not combine any of the proceeds of sale with his own monies or any bank account with other monies but shall ensure that all such receipts of sale are kept separate and identi able. Moreover the Buyer shall immediately upon receipt of the proceeds of sale, remit to the Seller the full purchase price of the Goods less any part thereof which has already been paid. If the Buyer does not receive the proceeds of sale on the due date he shall within seven days notify the Seller, and if called upon to do so, assign to the Seller any claim of any nature whatsoever against the person or persons to whom he has supplied the Goods or any part of them. The Buyer shall maintain all appropriate insurance in respect of the Goods from the date on which the risk therein passed to him. In the event of any loss or damage occurring while the Goods remain the property of the Seller the Buyer shall hold all insurance monies received in respect thereof as trustee for the Seller and separate and identi able from all other monies, and shall forthwith remit to the Seller the full purchase price of the Goods less any part thereof which has already been paid. 7. Force Majeure 7.1 The Seller provided that it has complied with its obligations under the Contract shall not be in breach of the Contract, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following: (a) Acts of God, including but not limited to re, ood, earthquake, windstorm or other natural disaster; (b) war, threat of or preparation for war, armed con ict, imposition of sanctions, embargo, breaking o of diplomatic relations or similar actions; - (c) terrorist attack, civil war, civil commotion or riots; (d) nuclear, chemical or biological contamination or sonic boom; (e) voluntary or mandatory compliance with any law including a failure to grant any licence or consent needed or any change in the law (law including a failure to grant any licence or consent needed or any change in the law or interpretations of the law); (f) Fire, explosion or accidental damage (g) Loss at sea (h) Extreme weather conditions (i) Collapse of building structures, failure of plant, machinery, computers or vehicles (j) Any labour dispute, including but not limited to strikes, industrial action or lockouts; (k) Non-performance by suppliers or subcontractors (other than by companies in the same group as the party relying on this clause); and (l) Interruption or failure of utility service including or not limited to electric power, gas or water. 7.2 The corresponding obligations of the other party [or parties] will be suspended to the same extent those of the party rst a ected by the Force Majeure Event.
1.1 'Buyer' means the person who buys or agrees to buy 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 'Delivery date' means the date, speci ed 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 and 1.6 'Seller' means VITCAS LIMITED incorporated and registered in England and Wales under Company Number 06497991 of 8 Bonville Road Brislington Bristol BS4 5NZ 2. Conditions applicable 2.1 These conditions shall apply to all contracts for the sale of Goods from 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, con rmation of order or similar document. 2.2 All orders for Goods shall be deemed to be an o er 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. If, following delivery of the Goods, inspection of the Goods reveal that there are found to be any shortfall or defects, then the Buyer is to write to the Seller and provide notice of such defects, or shortage, with full particulars thereof within three days (excluding Saturday, Sunday and public holidays) after receipt of the Goods or (in the case of total loss) within ten days of receipt of the invoice or other noti cation of despatch. The Seller's liability, if any, shall be limited to replacing or (in its discretion repairing such Goods) and it shall be a condition precedent to any such liability that the Buyer if so requested should have returned damaged Goods to the Seller within fourteen days of such request. The Buyer shall not be entitled to make any claim against the Seller for consequential loss arising out of such damage, shortage or loss as aforesaid. Unless notice is given in accordance with this provision, then the Buyer is precluded from making any such complaint at a later date. 2.4 Any variation to these conditions including any special order agreed between the parties shall be inapplicable unless agreed in writing by the Seller. For the avoidance of doubt, no representative or agent of the Seller has authority to agree any terms or variation of the terms or make any representations inconsistent with them. Any variations agreed will only be binding on the Seller, if in writing and signed by a Director. 3. Price and Payment 3.1 Price shall be the Seller's quoted price or the price set out overleaf. The Price inclusive of VAT shall be due at the rate prevailing on the date of the Seller's invoice. 3.2 Unless otherwise speci ed in writing by the Seller then payment of the Price inclusive of VAT shall be due in thirty days of the date of the Seller's invoice. Or, in the case of Goods to be collected from the Seller's premises within thirty days of the Buyer being noti ed that the Goods ordered are ready for collection. 3.3 Without prejudice to any other rights of the Seller interest will be payable on all overdue accounts at 4% on HSBC plc base rate and shall accrue at such rate up to and after any judgment which the Seller may obtain. 4. The Goods The quantity and description of the Goods shall be as set out in the Seller's quotation. 4.1 The Buyer warrants that all Goods supplied by the Seller will be used within any period recommended by the Seller as the safe shelf life and will indemnify the Seller against all claims arising as a result of the use or sale of any Goods outside such period. 4.2 Save, as otherwise provided in these conditions, the Seller's liability in respect of any defects or failure of Goods supplied or default in work done (including all work done in or in connection with the supply of any services required under the contract or the provision of any information or advice) is limited to replacing or, at the Seller's discretion, repairing or paying for the repair or replacement of Goods which are defective by reason of incorrect design, workmanship, pails or materials and, in the event of any error in any speci cation or other description which has formed a representation or is part of a contract, the Seller's liability in respect of any such error shall not exceed the price of the Goods in respect of which the description is incorrect. It is a condition precedent to any liability the Seller may have that, as soon as reasonably practicable, the Buyer - (i) Shall have given to the Seller reasonable notice of the defect, failure, default of error. (ii) Shall have either returned the Goods to the Seller or provided authority for the Seller's servant or agent to inspect them as the Seller may request. 4.3 The Seller shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Buyer arising from or in connection with any such defect, failure, default or error as aforesaid. 4.4 Where the Seller agrees to repair or replace Goods in accordance with the aforegoing provisions of this paragraph any time speci ed for delivery under the Contract shall be extended for such period as the Seller may reasonably require.
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