Terms & Conditions of Sale of Goods & Services
Interpretation
In these Conditions:-
Buyer means the person to whom the Seller is to supply goods pursuant to a Contract;
Contract means a contract for the sale of the goods by the Seller to a Buyer that incorporates these Conditions;
Goods means the goods/products that the Seller supplies pursuant to a Customer Order in any form
Seller means Intumescent Chemicals Limited, a company incorporated in England and Wales (registered no: 06972350);
VAT means Value Added Tax.
Price and Payment
The price payable for the Goods will be the price fixed by the Seller at the time of the manufacture of the Goods (the Price) and will be based on the quotation provided to the Buyer.
Unless otherwise specified, VAT and any other tax or duty payable by a Buyer and all costs or charges in relation to packaging, loading, unloading, carriage, and insurance for the Goods shall be added to the Price.
Under the Contract where the Goods are sold without installation by the Seller, payment of the Price shall be made in full, including any VAT, by the Buyer to the Seller prior to the manufacture of the Goods by the Seller.
No payment shall deem to have been received until the Seller has received cleared funds.
The Seller is entitled to offset any amount owing to it from the Buyer against any amount owed to the Buyer by the Seller.
All payments payable to the Seller under a Contract shall become due immediately on its termination despite any other provision.
Interest is payable on overdue accounts at the rate of 3% above base lending rate for the time to time of Barclays Bank plc, accruing on a daily basis to run from the due date for full payment to receipt by the Seller of the full amount (including the accrued interest) whether before or after any judgement.
The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Manufacture
The Buyer is responsible for the accuracy of all specifications provided. The Seller shall not be liable for any changes to the Goods, which are required due to inaccurate specifications provided by the Buyer, or any delays arising as a result.
The Buyer is solely responsible for supplying correct specifications prior to the submission of any purchase orders to the Seller. The Goods manufactured will be to specifications provided by the Buyer.
All times as stated within the quotation for the manufacture of Goods will be on the basis that manufacture will only begin once full payment is received under clause 2.3 above and confirmation of the orders have been received by the Seller.
Delivery
Any delivery or despatch dates mentioned in the quotation are approximate only and not of any contractual effect.
The Seller is not liable to the Buyer for the failure to deliver on a particular date or time. The time for delivery is not of the essence of a Contract and shall not be made so by the service of any notice.
Where no delivery dates are specified, delivery shall be within a reasonable time.
Delivery shall be at the Seller’s premises unless otherwise stipulated or agreed by the Seller in writing. The Seller will make an additional charge for delivery other than at its premises.
Applications by Third Parties
The Seller shall not be liable for any Goods which have been applied or installed by third parties and where faults in the Goods have arisen during installation.
If Goods need to be replaced due to accidental damage or incorrect installation by third parties other than the Seller, the Seller will be paid for any replacement parts and any additional work before such a replacement is provided or work takes place.
Cancellation
Any cancellation of an order for Goods must be sent to the Seller in writing. The Buyer will be liable to be charged for any materials ordered or work completed on an order for Goods at the time of the cancellation.
Risk
The Goods are at the risk of the Buyer from the time of delivery/collection.
Title
Notwithstanding delivery and risk, ownership of and title in the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) the Price for the Goods (together with any accrued interest and VAT) and all other amounts owed by the Buyer to the Seller under any Recorded Sale or Contract.
The Seller reserves the right to repossess and resell any of the Goods, to which it has retained title. The Buyer grants to the Seller, its agents and employees an irrevocable right of licence to enter the Buyer’s premises with or without vehicles during normal business hours for the purposes of inspecting and/or repossessing the Goods to which it has retained title. This right of licence shall continue to persist notwithstanding the termination for any reason of a Contract and is without prejudice to any of the accrued rights of the Seller under a Contract or otherwise.
Warranty
Where the Seller has supplied Goods, which are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods without further charge if the defect is due to the Seller.
Any Goods which need to be repaired or replaced shall be delivered by the Buyer at its own expense to the Seller.
The warranty under clause 9.2 will not apply if third parties have been used to repair the Goods without the knowledge or consent of the Seller.
Severability
If any condition of the Contract (or part of a condition) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other conditions shall remain in force.
Waiver
The failure by the Seller to exercise or any delay by the Seller in exercising any right, power or remedy provided by the Contract or by law does not constitute a waiver of such a right, power, remedy or a waiver of any other rights, powers or remedies.
No single or partial exercise of a right, power or remedy provided by the Contract shall prevent any further exercise of the right, power or remedy or the exercise of further rights, power, or remedy by the Seller.
Third Party Rights
Nothing in the Contract is intended to confer on any person any right to enforce any condition of a contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
Remedies
Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
Governing Law and Jurisdiction
The Contract is governed by, and shall be construed in accordance with, English law.
The Courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes which may arise out of or in connection with the Contract and for these purposes, each party be subject to the jurisdiction of the Courts of England.