General Conditions of Sale
In these conditions save where the context requires otherwise:
- ‘the buyer’ means the person whose order is accepted by the company; ‘the Company’ means QUAT-CHEM LTD/Neogen;
- ‘the Goods’ means the goods or services to be sold by the Company to the Buyer in accordance with these conditions;
- ‘the Conditions’ means the standard terms and conditions of sale set out in this document;
- ‘the Contract’ means the contract for the purchase and sale of the goods.
a) These conditions shall apply to every sale made or agreed to be made by the Company. No order given by the Buyer shall constitute an agreement for sale until accepted in writing by the Company on these conditions which shall govern the Contract to the exclusion of any other terms and conditions. Any conditions submitted, proposed or stipulated by the buyer in whatever form, whether written or oral, are expressly waived and excluded;
b) No change to these Conditions shall be binding unless agreed in writing by the Company.
a) The Buyer may not cancel the Contract without the written consent of the Company, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Company against all loss and damage arising out of such cancellation unless otherwise agreed in writing.
The Company reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory or European Union requirements or, wherever the Goods are to be supplied to the Buyer’s specification which do not materially affect their quality or performance.
a) The price of the Goods is Ex Works unless otherwise quoted, exclusive of costs of delivery, shipping, insurance, duties and any other impositions, all of which shall be borne or paid by the Buyer.
b) The Company reserves the right by giving notice to the Buyer at any time before delivery to reflect within the price any increase in the cost to the Company which is due to any factor beyond the control of the Company or any change caused or variation to the contract by the Buyer
a) Payment shall be made in full at the point of sale unless otherwise agreed. Failure to make payment, or if false identity is used, the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Buyer at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods;
b) If any sums become overdue the Company may (without prejudice to any other right or remedy available to it ) suspend all further deliveries until payment in full thereof has been made or cancel the Contract as regards any Goods which remain to be delivered hereunder;
c) The Company may charge interest at 2% per 28 days on any Sum not paid on the due date. Such interest shall run from day to day and accrue after as well as before any judgement and shall from time to time be compounded monthly on the amount overdue until payment thereof;
d) The Buyer shall not be entitled to withhold payment on the ground that it has a claim or set off against the Company.
a) Delivery of the Goods shall be made by the Company delivering the Goods to the place designated by the Buyer. Unless agreed in writing the Company will decide the method of despatch. Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery should not be of the essence of the contract unless previously agreed in writing;
b) Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery to the Buyers premises or if the Buyer wrongly fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods;
c) i) the Buyer is under a duty to inspect the Goods on delivery and any defect in the goods must be notified to the Company within 7 days of delivery failing which the Buyer will not be entitled to reject the Goods;ii) If the Buyer is entitled to reject the Goods and does so, s/he shall return the Goods to the Company and the Company will have the option of either replacing the Goods or refunding the price of the Goods to the Buyer but shall have no other liability whatsoever.
a) The Company warrants that it will replace all Goods not conforming to the specification provided that any defects in the Goods are notified to the Company in accordance with clause 7(c) above. The above warranty is given subject to the following conditions:
i) the company’s liability will be limited to replacing the defective goods or (at the company’s option} issuing a credit note to the Buyer for a corresponding portion of the price and the Company shall not be under any other liability thereunder whatsoever;
ii) the Company shall be under no liability in respect of any defect in the Goods arising from any specification supplied by the Buyer;
iii) the Company shall be under no liability in respect of any defects arising from unlawful damage, negligence, abnormal working conditions, failure to follow the Companies instructions (whether oral or in writing), misuse or alteration of the Goods without the Company’s approval;
iv) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
v) the above warranty does not extend to the Goods or parts of them not manufactured by the Company in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee given by the manufacturer to the Company.
b) The warranty contained in this condition is specifically limited to the Buyer and no warranty is made to any other person, whether subsequent Buyer or user, or any other bailees, licensees, assignees, employees, agent or otherwise;
c) The Company gives no warranty and makes no representation that any sale or use by the Buyer of the goods will be free from infringement of any patent or other intellectual property right owned or controlled by any third party;
d) Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law;
e) Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether) for loss of profits or otherwise costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, it’s employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.
9. Export Terms
a) In these conditions ‘Incoterms’ means the international rules for the international trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provision of ‘Incoterms’ and these Conditions, the latter shall prevail;
b) Where the Goods are supplied for export from the United Kingdom, the provisions of the clause 9(a) shall (subject to any special terms agreed in writing between the Buyer and Company) apply notwithstanding any other provisions of these Conditions;
c) The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon;
d) Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be supplied EX Works and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
e) The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit;
f) Payment of all amounts due to the Company shall be made at the point of sale in favour of the Company and confirmed by a bank acceptable to the Company;
g) The Buyer undertakes not to offer the Goods for resale in the UK or any other country notified by the Company to the Buyer at or before the time the buyer’s order is placed or to sell the goods to any person if the buyer knows or has reason to believe that that person intends to resell the goods in any such country.
a) Notwithstanding delivery the property in the Goods will remain in the Company and will not pass to the Buyer and subject to the following provisions of this Condition the Buyer will hold the Goods as bailee and fiduciary agent for the Company until payment in full of the price of the Goods and all other sums due from the Buyer to the Company on any account whatsoever (In this condition referred to as Payment);
b) After delivery and until payment, the Buyer shall keep the goods in good condition and separate and clearly identified as the property of the Company;
c) After delivery and until payment the Buyer shall keep the Goods fully insured and if the Goods are lost or destroyed shall hold the proceeds of insurance for and to the order of the Company;
d) The Company may at any time without notice, recover possession of Goods, the property of the Company and the Buyer grants to the Company irrevocable license to enter for that purpose any premises then occupied by the Buyer;
e) The Company shall be entitled to maintain an action for the price of the Goods, notwithstanding that the property in them has not passed to the Buyer.
11. Governing Law
This contract shall be governed by the law of England and the Buyer agrees to submit to the exclusive jurisdiction of the English Courts.
12. Force Majeure
The Company shall be under no liability for any delay or failure of the products to perform in the event that the manufacture, supply or delivery of the Goods is prevented or delayed by any act or circumstances beyond the Company’s reasonable control, including but not limited to an Act of God, legislation, water, fire, draught, failure of power supply, blackout, strike, or other action taken by employees in contemplation of furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the contract.
13. Waiver & Severance
a) Any indulgence granted by the Company to the Buyer and any failure by the Company to insist upon strict performance of these Conditions shall not be deemed a waiver of the Company’s rights or remedies nor be deemed a waiver of any subsequent default by the Buyer;
b) The invalidity in whole or in part of any clause in these conditions shall not affect the validity of the remainder of the Conditions.
This Contract shall not be assigned by the Buyer without the written consent of the Company.
This clause applies if:
a) The Buyer makes any voluntary agreement with its creditors or becomes subject to an administration order or (being an individual or firm ) become bankrupt or (being a company) goes into liquidation (otherwise than for the amalgamation or reconstruction whilst solvent); or
b) An encumbrance takes possession or a receiver or administrative receiver is appointed, or any of the property or assets of the Buyer; or
c) The buyer ceases, or threatens to cease to carry on business; or
d) Any analogous thing occurs to the Buyer in any jurisdiction.
e) The Company reasonably anticipates that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous arrangement to the contrary.