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Conditions of Sale
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
the person, firm or company who purchases the Goods from the Seller.
any contract between the Seller and the Buyer in relation to the supply of Goods, incorporating these terms and conditions.
any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them).
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re- enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2 Application of Terms
2.1 All Contracts entered into by the Seller shall incorporate the following terms and conditions and expressly exclude all other terms and conditions. Any provision of the Buyer’s order which is inconsistent with them shall be of no effect. Any variation of these terms shall be binding only if agreed in writing by a Director of the Seller. No employee, agent or representative of the Seller shall have authority to vary, amend or alter these terms and conditions in any way whatsoever.
2.2 Quotations unless otherwise stated in writing do not constitute an offer by the Seller to supply the Goods referred to therein and no order placed in response to a quotation will be binding unless accepted by the Seller in writing or (if earlier) the Seller delivers the Goods to the Buyer.
2.3 Each order or acceptance of a quotation for Goods by the Buyer, whether or not a written acceptance is given by the Seller, shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
3.1 Any information containing weights, measurements, grades or otherwise of any Goods contained in any specification, illustration, drawing, catalogue, price list, quotation, advertisement or other matter issued by the Seller shall be regarded as approximate only and shall not be binding on the Seller nor shall any deviation therefrom be made the basis of any order cancellation or any claim against the Seller. The Seller will use reasonable endeavours to adhere to the sizes and weights specified and to deliver the quantities specified. However, the Seller is to be allowed the normal commercial tolerance on sizes and weights and reasonable excesses or deficiencies in quantity shall be taken or allowed by the Buyer and taken into account in settling the price.
4.1 Any delivery date or period quoted shall be taken as a reasonable approximation and, whilst the Seller will use its reasonable endeavours to deliver by the date given, the Seller accepts no responsibility for any loss, injury damage or expenses consequent upon any delay in delivery from any cause whatsoever nor does any such delay entitle the Buyer to cancel any order or to refuse to accept delivery.
4.2 Unless expressly stated otherwise, prices are for materials loaded on the Buyer's conveyance at the Seller’s depot and delivery shall be deemed to have occurred when loaded on such conveyance. Where the Contract provides for delivery of the Goods elsewhere than at the Seller's depot the Seller shall entertain a claim by the Buyer in respect of loss or damage in transit only if the Buyer:
(a) gives written notice to the Seller within 21 days after the date of the Sellers advice note or other notification of the despatch of the Goods in case of non-delivery or within seven days after delivery of the Goods in any other case; and
(b) where the Goods are consigned by an outside carrier, complies in all respects with the carrier's conditions of carriage, for notifying claims for loss or damage in transit.
4.3 Should the Buyer refuse to accept delivery or fail to effect collection as stipulated in the Contract then the Goods shall be deemed to have been delivered and the contract price shall become payable in full within 7 days of the date of delivery or collection as applicable. The Buyer shall also be liable for reasonable storage charges of the Seller.
5.1 The risk in the Goods shall pass from the Seller to the Buyer upon delivery of such Goods to the Buyer.
5.2 Notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all(a) the Goods; and
(b) all other sums which are or become due to the Seller from the Buyer on any account;
Payment of the full price of the Goods, for the purposes of this paragraph, shall include the amount of any interest or other sum payable under the terms of the Contract and all other contracts between the Seller and the Buyer under which the Goods were delivered.
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller's bailee;
(b) store the Goods (at no cost to the Seller) separately from all other Goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property;
(c) not destroy, deface or obscure any identifying mark on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable
satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
5.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
(b) any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
5.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
5.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
5.7 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
5.8 On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this condition shall remain in effect.
6.1 The price payable by the Buyer for the Goods shall be the Seller's ruling price at the date of despatch, to which shall be added any Value Added Tax and any other tax or duty relating to the sale or delivery of the Goods and all costs of loading, unloading, carriage and insurance. Each part delivery or instalment of the Goods shall be deemed to be sold under a separate Contract. Unless otherwise expressly stated in the contract, the price of such part delivery or instalment shall be paid in full in accordance with the terms of the Contract.
7.1 Payment for the price of Goods is due in the invoice currency on the due date as shown on the invoice.
7.2 Time for payment shall be of the essence.
7.3 No payment shall be deemed to have been received until the Seller has received cleared funds.
7.4 The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Seller because of any disputed claim of the Buyer in respect of faulty Goods or any other alleged breach of the Contract, nor shall the Buyer be entitled to set-off against any amount payable under the Contract to the Seller any moneys which are not then presently payable by the Seller or for which the Seller disputed liability.
7.5 If all monies are not received on or before the due date for payment, the Buyer shall pay interest to the Seller on such sum from the due date of payment at the annual rate of eight percent (8%) per annum or LIBOR plus three percent (3%), whichever is the higher, accruing on a daily basis until payment is made, whether before or after any judgement. The Seller reserves the right to claim interest under Late Payment of Commercial Debts (Interest) Act 1998. The buyer shall be liable for any third party collection costs incurred in recovering any late payment.
8 Call-Off Orders
8.1 Subject to paragraph 8.2 below in the case of a Contract providing for call-off orders then each call-off shall be treated as a separate and distinct Contract, subject to these terms and conditions.
8.2 Default in payment for any delivery of called-off Goods shall be deemed to be a breach of Contract and the Buyer shall immediately become liable for the full cost of all Goods held by the Seller subject to call-off by the Buyer.
8.3 If the Buyer has not called-off in full all Goods which are the subject of a call-off order by the final call-off date agreed between the Buyer and the Seller then the Buyer shall become liable for the full cost of all Goods which remain uncalled at such date and the Seller shall be entitled to charge to the Buyer all costs associated with the storage of such Goods. Subject to the Seller having given the Buyer not less than 28 days written notice the Seller may at any time following the final call-off date sell any Goods which remain uncalled by the Buyer.
9.1 Seller shall not be liable for:
(a) any defects in the quality or state of Goods sold as prime material (except for discrepancy in weight or quantity) which would be apparent on a reasonable examination or for their being otherwise not in accordance with the Contract unless the Buyer shall have given to the Seller within 14 days after receipt of the Goods a written notice specifying the matters complained of and shall thereafter afford the Seller a reasonable opportunity of inspecting the Goods before they have been used or processed;
(b) any defects in the quality or state of Goods sold as prime material which would not be apparent on a reasonable examination unless such defects shall have been discovered within 3 months after receipt of the Goods and the Buyer shall have given to the Seller forthwith upon such a discovery a written notice specifying the matters complained of and shall thereafter afford the Seller a reasonable opportunity of inspecting the Goods in their alleged defective state; or
(c) any discrepancies in weight or quantity unless the Buyer shall have given the Seller a written notice thereof within 14 days after the receipt of the Goods and also thereafter a reasonable opportunity of witnessing a re-weigh or reassessment of quantity before they have been used, processed or sold.
9.2 Any dispute as to whether any Goods are defective in quality or state or otherwise not in accordance with the Contract shall be referred, in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force, to a single arbitrator to be agreed between the Seller and the Buyer, or in default of agreement to be nominated by the President for the time being of the Law Society
9.3 Provided that the Buyer has complied with the requirements as to notice in clause 9.1 , if the Goods sold as prime material or any part thereof are defective in quality or state or (save for discrepancy in weight) otherwise not in accordance with the Contract then, if the Seller and the Buyer do not agree that the Buyer should accept the Goods at an agreed value or that the Goods should be made good at the Seller's expense, the Seller undertakes to accept a return of the relevant Goods by the Buyer to the Sellers depot and at the Seller’s option either to:-
(a) repay or allow the Buyer the invoice price thereof and any reasonable transport costs between the Seller's depot and the price of delivery borne by the Buyer; or
(b) replace them as soon as may be reasonably practicable.
This undertaking is given and shall be accepted by the Buyer in lieu of any other legal remedy. Refund of transport costs shall be limited to locations on the UK mainland only.
9.4 When the Contract stipulates for tests or inspections of the Goods by or on behalf of the Buyer before delivery and at the Sellers depot, if upon reasonable notice the Buyer does not inspect or test the Goods or if, having inspected or tested the Goods at the Seller's depot, the Buyer does not within 7 days thereafter notify the Seller in writing of any claim that the Goods are not in conformity with the Contract, specifying the matters complained of, then the Buyer shall be conclusively deemed to have accepted the Goods as being in conformity with the Contract and shall not thereafter be entitled to reject the Goods on the grounds of anything within the scope of the test or inspection.
10 Limitation of Liability
10.1 The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Any conditions, warranty or statement (save for the conditions implied by section 12 of the Sale of Goods Act 1979) including without limitation as to the quality of the Goods or their fitness for any purpose, whether express or implied by statute, custom of the trade common law or otherwise, are hereby excluded to the fullest extent permitted by law unless expressed in writing by the Seller.
10.3 Nothing in these conditions excludes or limits the liability of the Seller:
(a) for death or personal injury caused by the Seller's negligence; or
(b) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
(c) for fraud or fraudulent misrepresentation.
10.4 Subject to paragraphs 10.2 and 10.3:
(a) the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or(b) the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.5 The Seller may, under certain circumstances, need to obtain goods from a third party in order to satisfy any Contract in full. The Buyer acknowledges and agrees that the Seller shall (subject to paragraph 10.3) have no liability to the Buyer whatsoever in respect of loss, cost, expense or other liability which arises in whole or in part as a result of any act or omission of a third party including, without limitation, late delivery or non-delivery by the Buyer as a result of late delivery or non-delivery by a third party.
11.1 The Seller shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any or every contract between itself and the Buyer or to suspend any further delivery under any or every such contract in any of the following events:-
(a) if any debt is due and payable to the Seller but is unpaid;
(b) if the Buyer has failed to provide any letter of credit, bill of exchange or any other security required by the Contract;
(c) if the Buyer has failed to take delivery of any Goods under any Contract between itself and the Seller otherwise than in accordance with the Buyer's contractual rights; or
(d) if any of the events referred to in paragraph 5.5 occur.
11.2 The Seller shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and, in the event of any such suspension, the Seller shall be entitled as a condition of resuming delivery under any Contract between it and the Buyer to require prepayment of or such security as it may require for the payment of the price of any further delivery.
11.3 Notwithstanding any suspension or termination of any Contract in accordance with this paragraph 11 or otherwise the Seller shall be entitled at any time to invoice the Buyer for all sums payable under the Contract to the extent that;
(a) they relate to Goods delivered prior to termination or suspension;
(b) they relate to Goods which have been ordered or purchased from a third party by the Seller for the purpose of fulfilling the contract;
(c) they relate to services carried out in by the Seller pursuant to the Contract, or
(d) they relate to Goods which are of a bespoke nature or which they have been specifically prepared or altered for the purposes of the Contract.
12 Force majeure
Should the Seller be delayed in or prevented from making delivery owing to Act of God, war, civil disturbance, requisitioning, government or parliamentary restrictions, prohibition or enactment of any kind, import or export regulations, strike, lock-out, trade dispute, difficulty in obtaining workmen or materials, or transport facilities, breakdown of machinery, fire, accident or any other cause whatsoever beyond the Seller's control, the Seller shall be at liberty to suspend or to cancel the contract without incurring any liability for any loss or damage resulting therefrom.
13.1 The rights of the Seller or the Buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
Terms and Conditions of Purchase
Eurosource Ltd hereinafter termed the Buyer. The person, Firm or Company to which this order is addressed hereinafter termed the supplier.
The Buyer hereby orders the good specified overleaf from the person or the company named overleaf (‘the supplier’) on the terms and conditions specified below and overleaf (‘the contract terms’) The Buyer hereby gives notice that this order is given on the basis that, not withstanding and document or statement which might otherwise be capable of constituting a variation of the Order by the supplier and notwithstanding any act of statement by any person acting or purporting to act on the Buyer’s behalf, the buyer will not be bound by any terms other than the contract terms unless such other terms are expressly agreed to by The Buyer in writing. Any reference overleaf to the Supplier’s Tender, Quotation, Specification or like document shall be deemed to be solely for the purpose of describing or specifying the goods or any part thereof and shall not be deemed to imply that any terms or conditions endorsed upon delivered with or referred to in such Quotation, Specification or like document shall have effect to the exclusion or amendment of the contract terms.
The Terms and Conditions relating to this order supersede any terms and conditions contained in any Suppliers Quotation or Offer, unless otherwise agreed in writing by the Buyer. The Buyer will not be bound to accept or pay for any goods or services unless they are specified in one of its formal order Forms. No goods supplied or produced in excess of the quantity specified overleaf will be accepted or paid for unless the Buyer notifies the supplier in writing of its intention to accept the same. Any excess goods delivered which are not accepted by The Buyer will remain at the supplier’s own risk and expense and the Buyer may at any time return the same to the suppler at such expense and risk.
Without prejudice to the Buyer’s rights under any condition warranty or other term to be implied by statute or by Common Law or under any term of this Contract, the suppler will indemnify the buyer against any liability claim proceedings loss or damage (including by not limited to any liability or loss incurred by the Buyer resulting from the stopping of or interference with or the necessity to repair or replace building or engineering works or with the production or manufacture or supply of any goods or services by persons to whom the buyer supplies goods or Services) caused by defect in any goods supplied by the Supplier, or arising out of or caused by execution of the Contract, or arising out of or caused by any breach by the supplier of the Contract terms. In connection with any such liability claim proceeding loss or damage the supplier will provide all such facilities assistance or advice as the Buyer may request for the purpose of contesting the same and further will, if so requested by the Buyer, accept as final and binding the decision of any Court in relation to the same. Without prejudice to the generality of the foregoing the Suppler warrants that goods and parts of goods not of the Buyer’s design do not infringe any patent trade mark registered design or any other like protection or the provisions of any statute, statutory instrument or regulation for the time being in force.
5. Carriage and Delivery
All goods are to be delivered carriage paid to the address for delivery specified overleaf during normal working hours and until delivery to such address are to be at the supplier’s risk in all respects. Unless the Buyer expressly agrees otherwise in writing containers and packing are to the supplied free but will be returned if required, at the Supplier’s risk and expense. Signature of General Foreman or Site Agent only will be accepted as proof of delivery. Where it is stated overleaf that delivery is to be by instalments or to be called off then, unless particular of the instalments or the calls are set out overleaf, the supplier must apply to the address for this purpose shown overleaf for particulars of such instalments or calls. All goods must be accompanied by a detailed Delivery note stating the order number and giving full particulars (including if there is one part number) of the goods supplied. Except where the price has not been agreed a the date of despatch (in which case an invoice must be sent as soon as the price has been agreed) an invoice stating the order number, the part number (if there is one) and the delivery note number must be sent to the buyer on the same day that the goods are despatched. Time is to the essence of the contract. The Buyer will be entitled to cancel or vary the whole or any part of the contract if the goods or any of them are not delivered or the services are not completed within the specified period whether such non-delivery or non-completion be due to strikes, accidents or any other cause whatsoever.
6. Samples, inspection, testing, etc.
If required by the Buyer, the Supplier will submit samples for the buyer’s approval and the bulk of the work on the goods must not be started until the Buyer has communicated its approval in writing. The Buyer will retain the samples until the whole of the goods are delivered. Any person authorised by the Buyer will at all times, if and when desired by the Buyer, be admitted by the supplier to any works, warehouse or other premises under the supplier’s control to inspect any materials procured for the manufacture of the goods or the process of manufacture and also completed goods. If any changes, adaptations, modifications, or improvements are required by the Buyer to bring the goods up to specification the suppler will carry out the same immediately. The suppler shall at the request of the Buyer supply to the Buyer a copy of the supplier’s test sheets certified by the suppler to be a true copy without prejudice to any other rights or remedies possessed by the Buyer it will be entitled to reject any goods delivered if the same are not to the satisfaction of the buyer or do not comply exactly with any drawings, specifications, or instructions supplied or given or with any sample produced by the suppler or if the supplier is in breach of the contract terms provided the Buyer sends or delivers a notice of rejection to the supplier’s place of business within 60 days after the delivery of the goods. Rejected goods may be returned by the Buyer to the Supplier at the supplier’s risk and expense. The contract must be performed by the supplier personal and no part of it must assigned, sub-let or subcontracted by the supplier without the buyer’s written permission.
7. Termination, etc.
In the event of strikes, accidents or other unforeseen contingencies causing stoppage or delay in the Buyer’s production or programme, the buyer shall be entitled to cancel, extend, vary or suspend the contract or any part of it. This contract will terminate immediately upon the service of written notice of termination by the buyer on the supplier for both or either of the following reasons:
a) That the supplier has failed to perform or observe any of the obligations on his part to be performed or observed under this contract.
b) That the supplier has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or has convened any meeting or creditors (whether formal or informal) or has suffered or allowed any execution (whether legal or equitable) to be levied on his property or obtained against him or (being a person) has become subject to the bankruptcy Laws or (being a body incorporate) has entered into liquidation (except only a voluntary liquidation for the purpose only of reconstruction or amalgamation) or has had a Receiver appointed of its undertaking or any part thereof.
The buyer reserves the right to set off any sums in respect of which the supplier may be in default to the Buyer. Where any bona-fide dispute arises involving a delay in payment by the buyer, the buyer will only make the payment at the rates quoted on this order. Such rates are fixed and firm prices and no increase in rates will be paid unless previously agreed in writing by the Buyer. All invoices are to be submitted no later than the 4th day of the month following receipt of goods by the Buyer. Invoices received after the 4th day will be processed the following month and any cash or settlement discount will be taken. Payment by the Buyer of any invoice is not evidence that the supplier has fully complied with the buyer’s Terms and Conditions of Order and does not limit the buyer’s rights.
Eurosource Ltd Standard payment terms are net 60 days EOM
Title in the goods shall pass the Buyer on receipt of goods and not at the time of payment without prejudice to the Buyer’s rights to reject goods which are not of the stipulated Quality, Weight, Measurement or the supplier’s obligation to exchange or replace such defective goods at no cost to the Buyer.
Failure by the Buyer to enforce any of the Contract Terms will not be construed as a waiver of its rights hereunder. This contract will be construed and operate in accordance with English Law and the Supplier himself to the jurisdiction of the English Courts. In this Contract ‘the Buyer’ means Eurosource Ltd, and includes its successors and assigns and any company directly or indirectly controlled by or under the same control (direct or indirect as Eurosource Ltd. The termination of this Contract in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination.
Acceptance of our order and corresponding acknowledgement of order by supplier is deemed by Eurosource Ltd to mean that the Companies policies, which are displayed on the Company website, have been read and understood in the supply of goods.