1. These terms and conditions supersede any terms and conditions proposed by the Buyer and may not be varied except with the written consent of the Seller.
2. The Seller reserves the right by notice given at any time before delivery to vary the price of the Goods if, after the date hereof, there is any increase or decrease in the total cost of such Goods to the Seller arising from any cause beyond the Seller’s control. Provided that if any such price variation shall increase the price of the Goods more than 10% over that ruling at the date hereof, the Buyer may by written notice to the Seller cancel the undelivered balance of this contract.
3. The Seller shall not be liable for:- a. Failure to perform any obligation hereunder if such failure was caused by circumstances beyond the Seller’s control or, b. Delay howsoever caused in performing any obligation hereunder.
4. Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract.
5. Risk of damage to or loss of the Goods shall pass to the Buyer: a. In the case of Goods delivered to the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection or b. In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
6. All claims for damage to, or partial loss of Goods in transit must be submitted in writing to both the carrier and the Seller within three days of delivery. In the case of non-delivery of the whole consignment, claims must be submitted in writing to both the carrier and the Seller within seven days of receipt by the Buyer (or the Buyer’s agent) of notification of despatch of the Goods. In the absence of claims within the terms mentioned above the Goods shall be deemed to have been delivered in accordance with the contract.
7. All warranties and conditions, express and implied, statutory and other wise, as to the quality of the Goods or their fitness for any purpose are hereby excluded and the Seller shall not be liable for any loss, injury or damage arising directly or indirectly from the use, application or storage of such Goods. Without prejudice to the above the Seller will be prepared to consider claims concerning the quality of the Goods provided that such claims are notified to the Seller within 30 days of receipt of the Goods by the Buyer.
8. The Seller may, without prejudice to its other rights and remedies, terminate this contract if either there shall be any breach by the Buyer of any term or condition hereunder or the financial responsibility of the Buyer shall, in the opinion of the Seller, become impaired or unsatisfactory.
9. The Seller does not in any circumstances accept liability for any material once this material has been further processed by the customer or his agent.
10. The construction, validity and performance of this contract shall be governed by the internal law of England.
11. When Goods are made or adapted by the Seller in accordance with the Buyer’s specifications the Buyer shall indemnify the Seller against all costs, claims and expenses incurred by the Seller in respect of the infringement or alleged infringement by such Goods of any patents, registered designs, trade marks or other rights belonging to third parties.
12. Tools made for the manufacture of Goods to be supplied to the Buyer shall remain the property of the Seller even though the Buyer may have been charged with a sum in respect of the cost of such tools.
13. The Seller reserves the right to deliver in total up to 10% over or under the quantity of Goods ordered.
14. Not with standing delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
15. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protected and insured.
16. Until such time as the Property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and re-possess the Goods.
17. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
18. Plastic Materials – where the Buyer has specified that the Goods shall be of a certain colour or size, such specifications shall be subject to reasonable commercial variations.
19. Material that has been split, shaped, panelled or undergone further processing in any way is subject to a plus or minus 5% tolerance variation from any of its specification criteria.
20. Interest on overdue invoices shall accrue from the date when payment becomes due until the date of payment at 2% above Bank of England base lending rate for the time being in force per calendar month. Customer will pay collection and legal fees incurred by Flexible Reinforcements Ltd to effect settlement of any past due invoice.
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