JOROSA LTD CONDITIONS OF SALEINTEPRETATION:'Buyer' means the person who accepts a quotation of the seller for the sale of the goods or whose order for the goods is accepted by the seller.
'Goods' means the goods( including any instalment of the goods or any part for them) which the seller is to supply in accordance with these conditions.
'Seller' means Jorosa Ltd. (registered in England under number 03531139)
'Conditions' means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the seller.
'Contract' means the contract for purchase and the sale of the Goods.
'Writing' means telex, cable, facsimile transmission and comparable means of communication.
Any reference in these conditions to any provision of statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings and the punctuations in these conditions are for the convenience only and shall neither form part of these Conditions nor affect the interpretation of these Conditions.
BASIS OF THE SALE1. The seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the seller which is accepted by the Buyer, or any written order of the Buyer of the Buyer which is accepted by the Seller, subject in any case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made, or purported to have been made by the Buyer.
2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3. The Seller's employees or agents are not authorised to make any representation concerning Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
4. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, applications or use of the Goods which is not confirmed in Writing by the Seller is following or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
5. Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
ORDERS AND SPECIFICATIONS1. No order submitted by the buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller unless and until confirmed in writing by the sellers authorised representative.
2. The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the buyer, and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller to perform the contract in accordance with its terms.
3. The quantity, quality and description of and any specification for the goods shall be those set out in the sellers quotation (if accepted by the buyer) or the buyers order (if accepted by the seller).
4. If the goods are to be manufactured or any process is to be applied to the goods by the seller in accordance with a specification submitted by the buyer, the buyer shall indemnify the seller against all loss, damages, cost and expenses awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the sellers use of the buyers specification.
5. The seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory or EC requirements or, where the goods are to be supplies to the sellers specification, which do not materially affect their quality or performance.
6. No order which has been accepted by the seller may be cancelled by the buyer except with the agreement in writing of the seller and on terms that the buyer shall indemnify the seller in full against all loss (including loss of profit), cost (including the cost of all labour and materials used), damages, charges and expenses incurred by the seller as a result of cancellation.
PRICE OF THE GOODS1. The price of the goods shall be the sellers quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the sellers published price list in the sellers published price list current at the date of acceptance of the order. Where the goods are supplied for export from the United Kingdom, the sellers published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the buyer, after which time they may be altered by the seller without giving notice to the buyer.
TERMS OF PAYMENT1. The buyer has no legal title to the goods until the invoice has been paid in full by the buyer.
2. Subject to any special terms agreed in writing between the buyer and the seller. The seller shall be entitled to invoice the buyer for the price of the goods on or at any time after 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 seller shall be entitled to invoice the buyer for the price at any time after the seller has notified the buyer that the goods are ready for collection or (as the case may be) the seller has tended delivery of the goods.
DELIVERY1. Delivery of the goods shall be made by the buyer collecting the goods at the sellers premises at any time after the seller has notified the buyer that the goods are ready for collection or, if some other place for delivery is agreed by the seller, by the seller delivering the goods to that place.
2. Any dates / times quoted for delivery of the goods by the seller are approximate only, and the seller should not be liable for any delay in the delivery of the goods however caused.
3. Where delivery of the goods is to be made by the seller in bulk, the seller reserves the right to deliver up to 10 percent more or less than the quantity ordered without any adjustment to the price, and the quantity so delivered shall be deemed to be the quantity ordered.
4. Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the seller to delivery any one or more of the instalments shall not entitle the buyer to treat the contract as a whole as repudiated.
RISK AND PROPERTY1. Risk of damage to or loss of the goods shall pass to the buyer in the case of the goods to be delivered at the sellers premises, at the time when the seller notifies the buyer that the goods are available for collection or in the case of goods to be delivered otherwise than at the sellers premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tended delivery of the goods.
2. Not withstanding delivery and the passing of risk in the goods, or any other provision of these condition, 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.
WARRANTIES AND LIABILITY1. Subject to the conditions set out below the seller warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from the date of their initial use of twelve months from delivery whichever is the first to expire.
2. The above warranty is given by the seller subject to the following conditions:
The seller shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied or accepted by the buyer
The seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the sellers instructions (whether oral or in writing), misuse or alteration or repair of the goods without the sellers approval.
3. Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the seller within 7 days from the date of delivery or (whether defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
4. Where any claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these conditions, the seller shall be entitled to replace the goods (or the part in question) free of charge or, at the sellers sole discretion, refund to the buyer the price of the goods (or a proportionate part of the price), but the seller shall have no further liability to the buyer.
5. Except in respect of death or personal injury caused by the sellers negligence, the seller shall not be liable to the buyer by reason of representation, or any implied warranty, condition or other term, or any duty or common law, or under the express terms of contract, for any consequential loss or damage (whether for loss of profit or otherwise), cost, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the seller, its employees 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.
GENERAL1. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing and shall be deemed to be served if sent by a pre-paid first class post to the party to whom it is given at its last known address and shall be effective on the third day after posting. Notice given by any other means shall not be effective unless confirmed by letter sent in accordance with the provision of this clause.
2. No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
3. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in party the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
4. Any dispute arising under or in connection with these conditions for the sale of the goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the president for the time being of the institute of mechanical engineers.
5. The contract shall be governed by the laws of England and Wales.
EXPORT1. Where the goods are supplied for export from the United Kingdom, the provisions of this clause shall (subject to any special terms agreed in writing between the authorised representatives of the buyer and the seller) apply notwithstanding any other provision of these conditions.
2. The buyer shall be responsible with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
3. Unless otherwise agreed in writing between the authorises representatives of the buyer and the seller, the goods shall be delivered fob the air or sea port of shipment and the seller shall be under no obligation to give notice under section 32 (3) of the sale of goods act 1979.
4. The buyer shall be responsible for arranging for testing and inspection of the goods at the sellers premises prior to shipment. The seller 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. |
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