The 'Seller means Ainsworths (London) Ltd. The "Buyer" means the person purchasing The Goods from the Seller. The "Goods" means the goods agreed to be sold by the Seller to the Buyer subject to and upon these Conditions and more particularised overleaf. The "Conditions" means these Standard Conditions of Sale concerning the Goods to be supplied by the Seller to the Buyer. The "Quotation" means an invitation to treat issued by the Seller to the Buyer and does not constitute an offer.
The "Contract' means an agreement for the purchase of Goods by the Buyer from the Seller and shall be subject to all of the terms and conditions set out below.
The Seller agrees to sell and the Buyer agrees to buy the Goods upon and subject to the express terms and conditions set out herein.
(a) These Conditions govern all orders to and contracts with the Seller for the supply of the Goods and all orders shall be deemed to be made subject only to these Conditions which shall override and exclude any terms or conditions howsoever stipulated incorporated or referred to by the Buyer whether in documentation or at any negotiations or in any course of dealing established between the Seller and the Buyer.(b) No alterations addition or qualification to these Conditions shall be incorporated into this Contract unless expressly accepted by a Director of the Seller in writing. The signature by the Seller of any of the Buyer’s documents shall not Constitute or imply such a modification or waiver.(c) These Conditions constitute the only terms of the agreement between the Buyer and Seller for the supply of Goods and no other terms or conditions shall apply. Acceptance of delivery of the Goods by the Buyer constitutes acceptance of, and is in accordance with these Conditions.(d) The Buyer acknowledges that before entering into an agreement for the purchase of any Goods from the Seller the Buyer has expressly represented and warranted that the Buyer is not insolvent and has not committed any act of bankruptcy or being a company with limited or unlimited liability is or has been in a position which would entitle any debenture holder or secured creditor to appoint a receiver, and/or to petition for the winding up of the company or apply for the appointment of an administrator or exercise any other rights over or against the company's assets.(e) The Quotation is subject to change or withdrawal at any time before receipt of an unqualified order from the Buyer and acknowledgement of that order in writing by the seller and shall be deemed to be withdrawn unless so accepted within thirty days from the date of the Quotation
(f) The acceptance by the seller of any order for Goods shall constitute an agreement to sell the Goods in accordance with these Conditions and not be a sale of them and no title to the said Goods shall pass on such acceptance to the intending Buyer.
(a) All descriptions and illustrations contained in the Sellers catalogues price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods described therein and nothing contained in any of them shall form any part of the Contract. (b) Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer it is hereby agreed that such samples was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the Goods to be delivered and not so as to constitute a sale by sample. The Seller's employees and all agents are not authorised to make any representations, or give any advice or recommendations concerning the Goods unless confirmed by a duly authorised officer of the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claims in connection with any representations, advice or recommendations which are not so confirmed. Where appropriate the Seller has affixed warnings on the exterior of the Goods. In such instances the Buyer is absolutely prohibited from changing deleting or obscuring the said warnings in any way. The Buyer agrees so far as may be permitted by law to indemnify and hold the Seller harmless from and against any and all fines penalties claims demands damages losses liabilities costs or expanses (including but not limited to legal fees and disbursements) arising out of or in connection with any Buyer's breach of this clause. Nothing contained herein shall preclude the Buyer from adding such additional warnings or disclaimers as may be appropriate and/or required by law as a condition to the Buyer’s resale or use of the Goods.
(a) Whilst delivery times and dates are given in good faith and the Seller shall use its reasonable endeavours to meet the delivery time agreed the time of delivery of the Goods shall not be of the essence and the Seller shall be under no liability whatsoever for any failure or delay on the delivery of the goods nor shall the Buyer be entitled to determine this Contract or refuse the delivery.(b) The Buyer is responsible for obtaining any licence, consent, exchange control or other relevant authorisation necessary to ensure that payment is received by the Seller according to the payment terms specified below.(c) Where the goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Seller to make a particular delivery, or any claim by the Buyer in relation to any particular delivery, shall not entitle the Buyer to refuse to accept further deliveries or treat the Contract as a whole as repudiated. (d) The Buyer undertakes that its premises will at all times be safe for the Sellers' vehicles and for the servants or agents of the Sellers carrying out delivery and the Buyer shall provide sufficient and proper storage space for each delivery. The Buyer shall provide such apparatus and labour as is necessary for the delivery of the Goods into the storage space and shall give the Seller every assistance in effecting delivery and shall indemnify the Seller against all claims whatsoever arising from such delivery operations. The Seller reserves the right for its drivers and carriers to refuse to take their vehicles on to a site nominated by the Buyer if in the opinion of the driver or the carrier the site conditions are such as to constitute a danger to the vehicles, the Goods or to any persons or property, in which event the provisions of Condition 5(h) shall apply.(e) The Seller's measurement of quality and the quantity stated on the Seller’s delivery ticket shall be accepted by the Buyer. (f) The Seller reserves the right to carry out its obligations through agents or authorised distributors or to sub-contract the whole or any part of its obligations.(g) The Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.(h) Should despatch or delivery of the Goods, or part of them be delayed or prevented from any cause whatsoever beyond the Seller's control or for a reason attributable to the Buyer or its customers or agents then at the Seller’s sole discretion. either the Contract or any unfulfilled part thereof shall be terminated forthwith or the Seller may extend the time for delivery until a reasonable period after such cause shall have ceased in which event the Buyer shall be responsible for all storage and other costs incurred by the Seller in connection therewith (including, without limitation, delivery and redelivery costs). Any termination shall not prejudice the rights and obligations of either in respect of any part of the Contract already completed but the Seller shall have the right to sell undelivered goods and charge the Buyer for any shortfall below the price under the Contract with the Buyer.
(a) The Seller reserves the right to vary its prices without notice to take into account increases in costs (including without limitation costs of labour, materials, carriage or overheads generally) and unless otherwise agreed in writing. prices should be those ruling at the date of delivery. This Condition does not apply to "Fixed Price" quotations expressed as such.(b) All prices (including "Fixed Prices") are exclusive of duty or tax and the Seller reserves the right to increase prices as a result of the increase or imposition of any duty or tax (including VAT) or by adjustments or alterations in currency rates of exchange. The price of Goods as stated in the Seller’s quotation is where applicable based on the US dollar/Sterling Commercial exchange rate for buying US dollars.
(c) Any sum payable by the Buyer under Condition 5(h) above shall be payable immediately on the Seller's demand and the Buyer shall raise no objection in respect thereof.
(d) The Buyer shall in addition to the total price be liable to pay the amount of any tax or other Government levy on the Goods (including any increase in same) including VAT which may from time to time be payable and imposed on the Goods. (e) The Buyer shall make payment to the Seller for the Goods net within 30 days (or such other period as may be agreed in writing by the Seller) from the date of the invoice for the Goods without any deduction for any reason whatsoever.(f) Interest shall be payable by the Buyer to the Seller on any sum of outstanding beyond the period of credit allowed by these Conditions (and without prejudice to any other right of the Seller) at the rate of 3% above the Barclays Bank plc base rate from time to time in force, such interest to be compounded from month to month.
(g) Where payment is made by instalments the failure of the Buyer to pay any instalment in due time shall entitle the Seller, at the Seller’s sole discretion, to treat such failure as repudiation of the whole Contract by the Buyer and (without prejudice to any other right) to recover damages for such breach of contract, or, to require a payment at the time of delivery in respect of all future deliveries.
(a) Subject to Condition 12 and to the terms of this Condition 7, the Seller will consider claims regarding alleged defects to the Goods, provided: (i) The Goods concerned are inspected by the Buyer within one week of delivery, and(ii) The Buyer advises the Seller of the alleged defects within one week thereafter in writing, and if the Seller Shall so request immediately returns the Goods in question to such location as is nominated by the Seller.(b) If the Buyer shall fail to give such notice set out in (a) above the Goods shall be deemed to be in accordance with the terms of the Contract and the Buyer shall be bound to have accepted the Goods and be bound to make payment to the Seller for the Goods accordingly.(c) Subject to Clauses (a) and (b) above defective Goods will be replaced by the Seller, provided that the Goods are proved defective to the entire satisfaction of the Seller (and its opinion shall be conclusive).(d) This guarantee is given only to the Buyer and is not capable of transfer or assignment and further it does not include defects caused by vandalism. accidental damage, negligence or incorrect storage or application.
(e) Save as provided in this Condition 7, and save for such parts of this Condition 7 as may be rendered void or unenforceable under any enactment, no terms or conditions is made or is to be implied as to the quality (satisfactory or otherwise). or fitness of Goods supplied, or that they will be suitable for any particular purpose, or for use under any specific conditions, which may be known or made known to the Seller. Further, there are excluded all conditions or warranties expressed or implied by statute, common law, trade usage or otherwise and the Seller shall (except in the case of death or personal injury caused by the Seller's negligence) be under no liability to the Buyer for any loss, damage or injury or expense arising from a defect in the Goods or from any cause whatsoever relating to the Goods.
(f) The Seller shall not, notwithstanding any other provision of these Conditions under any circumstances be liable in contract, tort (including negligence or breach of statutory duty), statute or otherwise for any indirect or consequential loss or damage of any kind or for any increased costs or expenses or loss of profit, business contract, revenues or savings.(g) Any statement made by or on behalf of the Seller regarding the performance or reliability of any Goods are accepted by the Buyer as being bona fide opinions only which do not induce the Buyer to place any order for Goods. Any liability (whether expressed or implied or statutory) of the Seller where the Buyer fails to obtain equivalent results for any specific use whether or not notified to the Seller is expressly excluded.
The Buyer acknowledges that all intellectual property rights (including without limitation patents, copyrights, rights in a design and trademarks, registered or unregistered) subsisting in or in relation to the Goods vest in the Seller and nothing in these Conditions shall be construed as constituting an assignment or licence, in whole or in part, thereof. The Buyer will not seek to object to or damage such intellectual property and will not assist any other party in so doing.
The Seller shall not be liable for any breach of this Contract caused directly or indirectly by anything outside its reasonable control, (including without limitation, war. Hostilities, Government action, breakdown, delay in transportation, any form of labour dispute, fire, flood or act of God) and the Seller may in such event cancel any Contract without prejudice to any of the rights or remedies it may have and without any liability whatsoever.
(a) The Buyer shall not be entitled to withhold payment of any amount allegedly payable by the Seller because of any disputed claim by the Buyer against the Seller nor shall the Buyer be entitled to set off against any amount payable any monies which are not presently payable by the Seller or for which the Seller disputes liability.(b) The Seller shall be entitled (without prejudice to its other rights against the Buyer) by notice in writing to the Buyer to rescind any agreement between the Seller and the Buyer and/or to suspend delivery should the Buyer (in the case of an individual) enter into any agreement with or for the benefit of its creditors or have a receiving order in Bankruptcy made against him or (if a body corporate) go into liquidation either voluntary or compulsory or under supervision or suffer a Receiver to be appointed or judgement to be levied or be in breach of these Conditions.
(a) Risk in the Goods shall pass to the Buyer as soon as the Goods leave the Seller's Premises.
(b) Notwithstanding the above Condition, the property of the Goods supplied hereunder shall remain the property of the Seller until full payment of all monies in cash or cleared funds owed to it by the Buyer under these Conditions shall have been received (each delivery being considered as a whole).(c) Until full payment has been made the Buyer shall hold the Goods only as the Seller's bailee and will keep the Goods at no Cost to the Seller so that they are clearly identified as belonging to the Seller.(d) Until such payment as aforesaid has been made the Buyer shall not remove the Goods or allow them to be removed from the address to which they are delivered and shall keep the Goods in good condition and shall not allow them to become the subject of any charge or lien whether by operation of law or otherwise.(e) If the Buyer shall permit any judgement to be taken or levied against it or (being a corporation) go into liquidation or have a Receiver approved or (being a partnership or individual) enter into any agreement with or for the benefit of its creditors or have a receiving order in bankruptcy made against it or upon any breach by the Buyer of any Of its obligations under this Contract the Seller may (without prejudice to any of its other rights and remedies) by notice in writing (and shall be deemed to do so at the request of the Buyer) enter into any land or building to recover the Goods and to take all necessary steps to enable the Seller to recover and dispose of the Goods.
(f) Until full payment as aforesaid for the Goods the Buyer may sell the Goods in the ordinary course of its business (but not otherwise) and the proceeds of such sale or the Buyers claim for such proceeds shall be held by the Buyer as agent and bailee for the Seller until such payment is made as aforesaid and the Seller's property in the Goods aforesaid shall be transferred from the Goods to the proceeds of such resale or the claim for such proceeds shall be attached thereto until full payment has been received.
(g) If a receiver be appointed to the Buyer and at the time thereof the Buyer shall not have received the proceeds of sale, the Buyer or the receivers agent for the Buyer shall assign to the Seller within seven days all rights against the person or persons to whom the Goods have been sold. (h) If a receiver or manager or any other person acting for the Buyer fails to return any Goods the property of the Seller, the return of which has been demanded in accordance with these Conditions he shall pay to the Seller as agreed liquidated damages for conversion at treble the agreed price at the Goods and if any such person shall fail to assign to the Seller any rights against a third person as required by clauses he shall be liable to payment to the Seller with interest thereon at the Barclays Bank plc base rate plus 5% compounded from month to month until the Seller shall receive the whole of the monies.
The Buyer warrants that all Goods supplied to the Buyer shall be stored, displayed and sold in accordance with the Seller's instructions. That it will comply with the requirement of all competent authorities relating to the storage and use of the Goods and undertakes to observe the Buyer’s obligations under any Acts of Parliament, Statutory instrument, Common law or other regulations of any Government or competent authority for the time being in force and the Buyer indemnifies the Seller from any liability whatsoever for any loss, damage, liability or cost (including legal costs) which may arise as a result of a breach of this Condition by the Buyer.
The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorised purpose.
The headings contained in these conditions do not form part of them and such headings shall be ignored in construing each of the conditions herein.
Any notice consent or the like required to be given under these Conditions shall be in writing and either sent by registered post, or delivered by hand. to the address of the other party as herein set out or at such changed address as shall for that purpose be notified to the other and every such notice consent or the like shall be deemed to have been given 48 hours after posting or at the time of the hand delivery.
The Seller shall not be deemed to have waived any of its rights or remedies whatsoever unless such waiver is made in writing and signed by an authorised representative. In particular, no delay or failure of the Seller in exercising or enforcing any of its rights or remedies shall operate as a waiver thereof so as to preclude such exercise or enforcement. Nor shall any partial exercise or enforcement of any such right or remedy by the Seller preclude or impair any other exercise or enforcement by the Seller.
The invalidity or unenforceability for any reason of any clause or part thereof of these Conditions shall not preclude or affect the validity or enforceability of the remainder.
The Buyer may not assign or sub-contract any of its rights or obligation under these Conditions without the prior written consent of the Seller.
This Contract shall be construed according to and be governed by the laws of England and any dispute shall be determined by the High Court of Justice in England to whose non-exclusive jurisdiction the Buyer and Seller submit.
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