Terms & Conditions of Sale
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Terms and Conditions of Sale – Rhinox Group LtdInterpretation - The following definitions and rules of interpretation on apply in these conditions.
Buyer: the person, firm or company who purchases the Good; from the Company.
Company: Rhinox Group Ltd with premises at Hunsley Business Park, North Newbald, East Yorkshire, YO43 4TW.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, Incorporating these conditions.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or pans of them).
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.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes a reference to the other gender. Condition headings do not affect the interpretation of these conditions.
If the Company is required to supply any of these items and agrees to do so an extra charge will be made.
3. PAYMENT TERMS
(a) Unless otherwise agreed payment in full shall be due for the Goods on notification by the Company that they are ready for despatch.
(b) Time for payment shall be of the essence.
(c) No payment shall be deemed to have been received until the Company has received cleared Funds.
(d) All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
(e) The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal 10 such deduction to be paid by the Company to the Buyer.
(f) The Company reserves the right to claim Interest under the Late Payment of Commercial Debts (Interest) Act 1998.
(a) All quotations are subject to the availability of the Goods concerned on receipt of a firm order and to confirmation by the Company upon receipt of the Customer's order.
5. RISK AND TITLE TO GOODS
(a) The Goods are at the risk of the Buyer from the time they leave the Company's premises. It is a condition that unless otherwise agreed in writing the Company is not liable for any damage or loss that may occur after the Goods have left the Company's premises.
(b) Title in the Goods remains vested in the Company and shall only pass from the Company to the Buyer upon full payment being made by the Buyer of all sums due (on whatever account or grounds) to the Company by the Buyer.
(c) The Buyer agrees that prior to payment of the whole price of the Goods and of all sums due as aforesaid the Company may at any time enter upon the Buyer's premises and remove the Goods therefrom and that prior to such payment the Buyer shall keep such Goods separate and identifiable for this purpose.
(d) In the event of the Goods becoming constituents of or being converted into other products while such sums are due as aforesaid the Company shall have the ownership of the Goods and a lieu in such other products.
(a)Whilst the Company will endeavour to deliver at the stated time, delivery dates shall be regarded as estimates only. The Company shall not be liable for any claims arising from delay in delivery from whatever cause.
(b)Goods shall be deemed to be delivered when collected by the Buyer or handed over to the carrier.
(c)If import restrictions render supply Impossible, the Buyer shall not be entitled to any claim against the Company whatsoever In respect of such non-delivery.
(d)If Goods in any contract have to be delivered in instalments, faulty Goods in any one instalment, or the delayed delivery of any one instalment, shall not entitle the Buyer to repudiate the whole contract.
7. NON DELIVERY
(a) The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
(b) The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within three (3) days of the date when the Goods would in the ordinary course of events have been received.
(c) Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
8. CARRIAGE CHARGES
(a) In the event of the Company agreeing to arrange transport of the Goods to the Buyer, all charges incurred thereby shall be passed on to the Buyer at cost, unless otherwise stated hereon, or agreed in writing by a partner of the Company.
(b) The Buyer shall be responsible for any insurance of the transit of the Goods to the Buyer's premises as the Buyer shall consider necessary.
(a) In the event of cancellation of an order by the Buyer for any reason whatsoever the Company shall be entitled to make a cancellation charge which shall be paid by the Buyer within 28 days of notification of the charge by the Company to the Buyer and the charge shall comprise:
(i) a total of all transport costs, storage charges and other expenses incurred by the Company as a result of the cancellation of the order by the Buyer, and
(ii) a sum calculated on the difference between the selling price and the cost of the Goods to the Company.
(a) Subject to clause 7, the following provisions set out the entire financial liability of the Company (Including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(i) any breach of these conditions;
(ii) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods: and
(iii) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
(b) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
(c) Nothing in these conditions excludes or limits the liability of the Company:
(i) for death or personal Injury caused by the Company's negligence; or
(ii) under section 2(3), Consumer Protection Act 1987; or
(iii) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(iv) for fraud or fraudulent misrepresentation.
(d) Subject to clause 10(b) and 10(c);
(i) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(ii) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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.
11. DESCRIPTION AND DESIGN
(a) The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.
(b) All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
(a) Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
(b) The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(c) The Company shall not be liable for a breach of the warranty in clause 12(b) unless:
(i) the Buyer gives written notice of the defect to the Company within three days of the time when the Buyer discovers or ought to have discovered the defect; and
(ii) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (If asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
(d) The Company shall not be liable for a breach of the warranty in clause 12(b) If:
(i) the Buyer makes any further use of such Goods after giving such notice; or
(ii) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage. installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(iii) the Buyer alters or repairs such Goods without the written consent of the Company,
(e) Subject to clause 12(c) and clause 12(d), if any of the Goods do not conform with the warranty in condition 12(b) the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, (he Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company,
(f) If the Company complies with clause 12(e) it shall have no further liability for a breach of the warranty in clause 12(b) in respect of such Goods.
Design and principles of operation of the Goods shall remain the exclusive copyrights of the Company or its suppliers and neither the design nor the principles of operation shall be reproduced in whole or in part by the Buyer or any third party without the previous written consent of the Company.
14. STATUTORY OBLIGATIONS
The Buyer shall be responsible for complying with any statutory obligations normally imposed on a supplier of Goods of this nature by the country in which the Buyer Is situated and shall indemnify the Company against all costs and claims in respect thereof.
15. FORCE MAJEURE
(a) The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay In obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing lo the Company to terminate the Contract.
(a)Assignment - The Company may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
(b)Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
(c)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.
(d)Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of Its rights under the Contract.
(e)Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
(f) the parties to the Contract do not Intend that any term of (he 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.
(g) Communications - All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(i) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(ii) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
(h) Communications shall be deemed to have been received:
(i) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting): or
(ii) if delivered by hand, on the day of delivery; or
(iii) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
(i) The Contract is governed by English law. Any dispute arising out of or in connection with this contract, unless settled by mutual agreement, shall be determined by the English courts.