1. INTRODUCTION & FORMATION OF CONTRACT
1.1 In these Terms & Conditions of Sale the following expressions shall have the following meanings: "the Sellers" shall mean Indele Ltd. "The Purchasers" shall mean the person, firm or company to whom the Sellers are selling. "The Goods" shall mean the goods materials equipment or services (as applicable) being sold by the Sellers to the Purchasers.
1.2 All contracts of sale made by Indele Ltd (Indele) shall be deemed to incorporate these terms and conditions. No variation or addition to these terms and conditions shall form part of any contract unless made or specifically accepted by Indele in writing.
1.3 These terms and conditions shall override and take the place of any other terms and conditions in any document or other communication used by the Purchaser in concluding the contract with Indele.
1.4 A quotation shall only constitute an invitation to trade. All orders are subject to acceptance by the Sellers on an official form of Acknowledgement of Order signed and delivered on behalf of the Sellers. The Purchasers' acceptance of delivery of the said Acknowledgement of Order shall be deemed to include acceptance of these Terms & Conditions of Sale (as varied if a variation has been specifically accepted by the Sellers in writing).
1.5 The complete or partial invalidity or unenforceability of any provision of these terms and conditions shall in no way affect the validity or enforceability of the remaining provisions; but that provision shall be deemed to be severed.
1.6 No waiver by Indele of any breach shall operate as a waiver of any other or subsequent breach.
1.7 All contracts shall be governed by and construed in accordance with English law.
2.1 All prices in quotations, order acknowledgements or elsewhere are subject to revision in accordance with Condition 2.3.
2.2 The price stated is the net price for the goods (including packing) for delivery in accordance with the contract exclusive of value added tax.
2.3 Where goods have been imported by Indele the price shown in the quotation or the order acknowledgement represents the sterling price based on the rate of exchange between sterling and the relevant foreign currency which would apply if the goods were dispatched on the date of the quotation or order acknowledgement.
3.1 The Purchaser will make payment at 30 days month end from the date of the invoice unless otherwise stated.
3.2 Where Goods are to be delivered by instalments payment for each instalment shall be according to the invoice issued for each instalment unless otherwise agreed and invoiced accordingly.
3.3 Time of payment shall be of the essence and if any amount shall not be paid on the due date then without prejudice to any other rights the sellers may have: - (i) the Purchasers shall pay to the Seller on demand interest thereon at an annual rate four per cent above the Bank of England’s Base lending rate, such interest to accrue from day to day and to run after as well as before any judgement; and (ii) the Sellers shall be entitled to recover all expenses incurred by the Sellers in collecting or attempting to collect any amounts outstanding.
3.4 All prices are exclusive of V.A.T.
3.5 The Sellers shall be entitled to bring an action for the price or part thereof whether or not the title in the Goods has passed.
3.6 The Purchaser shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Sellers may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by the Sellers to the Purchaser.
4.1 Whilst Indele will use all reasonable endeavours to keep to any stated despatch or delivery date, such date only represents Indele’s best estimate thereof and Indele accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused.
4.2 All times or dates for delivery shall be calculated from the date of acceptance by the Sellers of the order from the Purchasers, or from the date of receipt by the Sellers from the Purchasers of all information, instructions and drawings as shall be necessary to enable the Sellers to carry out the order, whichever shall be the later.
4.3 In cases where Indele concludes the contract of carriage and/or arranges for the insurance of the goods for transit, Indele shall be deemed to be acting solely as agent of the Purchaser and section 32 (2) and (3) of the Sale of Goods Act 1979 shall not be applicable.
4.4 If the performance of any of the Sellers' obligations shall be prevented, hindered or interfered with by any cause or reason beyond the control of the Sellers then the Sellers shall have the option to suspend or cancel any obligation on their part then unperformed.
4.5 If any account of the Purchasers is overdue for payment or if the Purchasers default in any obligation or if any distress or execution is levied upon the Purchasers or if the Purchasers enter into any negotiations or arrangement or composition with or for the benefit of the Purchasers' creditors or becomes bankrupt or if any petition in bankruptcy is presented against the Purchasers or (being a company) the Purchasers shall be wound up or if any resolution, proposal or petition is presented to wind up the Purchasers or if a receiver of the Purchasers' assets or undertaking or any part thereof shall be appointed or if the Purchasers shall be deemed to be unable to pay its debts or if an administration order shall be made against the Purchasers or if the Purchasers shall threaten to cease to trade or in the Sellers absolute opinion serious doubts arise as to the purchasers solvency the Sellers are entitled without prejudice to their other rights to suspend the performance of any of their obligations to the Purchasers or (whether or not notice of suspension has been given) to cancel such performance and treat the contract as discharged and the Purchasers shall promptly pay to the Sellers all costs incurred in respect of Goods in the course of manufacture or ready for dispatch.
4.6 If upon delivery the goods are found to be damaged, Indele shall not in any event be liable unless:
(a) the Purchaser gives written notice to Indele and to the carrier within 2 days of receipt of the goods; and
(b) the Purchaser gives Indele a reasonable opportunity to arrange for the inspection of the goods in the state, condition and location in which they were delivered.
Replacement of damaged goods will only be considered by Indele where the requirements of paragraphs (a) and (b) have been met.
4.7 If the Purchasers shall fail to take delivery of any Goods the Sellers may at their option but without prejudice to any other rights or remedies they may have, sell the Goods for the account of the Purchasers and the Purchasers shall be liable for all costs and expenses incurred by the Sellers and the difference between the proceeds of sale and the price of the Goods hereunder.
4.8 The Sellers are entitled to make delivery by instalments. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
The purchaser shall inspect all goods immediately upon delivery and shall within 2 days from delivery notify the Sellers of any matter or thing by reason of which they may allege that the goods are not in accordance with the contract. If the Purchasers shall fail to give such notice within such period it shall conclusively be deemed that the goods are as to quantity number, weight volume and in all respects in accordance with the contract and that the Purchasers have accepted them and the Purchasers shall have no right to reject the Goods but shall be bound to pay for the same accordingly.
6. PURCHASER’S OBLIGATIONS
(a) The Purchasers shall obtain all necessary permits and certificates from any governmental Authority or statutory undertaker and shall provide safe conditions and necessary facilities to enable the Sellers to comply with all statutory requirements and regulations.
(b) The Purchasers shall ensure that the patterns, drawings, particulars, specifications and instructions supplied by them are accurate and suitable and do not infringe any patent, registered design, trade mark, copyright or other industrial property rights.
(c) The Purchasers hereby indemnify the Sellers against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made as a result of any breach of the Purchaser’s obligations set out in this clause.
(d) For the avoidance of doubt, the Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
7. RETENTION OF TITLE AND RISK
(a) Goods supplied by the Sellers shall be at the Purchaser’s risk immediately on delivery to the Purchasers or into custody on the Purchasers behalf (whichever is the sooner) and the Purchasers should therefore insure accordingly and the Sellers shall not be under any obligations to give a notice to the Purchasers under the Sale of Goods Act 1979 Section 32 (3).
(b) The Goods shall remain the sole and absolute property of the Sellers as legal and equitable owners until the Purchasers have paid the Sellers in full for all of the Goods and all other goods the subject of any other contract with the Sellers. Until such full payment the Purchasers shall keep the Goods for the Sellers in the capacity of bailee and shall:
(i) store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Seller's property;
(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(iv) give the Seller such information relating to the Goods as the Seller may require from time to time; and
If the Purchasers make default in payment or if for any other reason the Sellers treat this contract as discharged the Sellers may repossess the Goods and the Purchasers hereby irrevocably licence the Sellers to enter into the Purchasers premises for the purpose of such repossession and the Sellers shall be entitled where the Goods have been fixed or attached to any other product to detach the Goods in order to recover possession of them. Such delivery or retaking of possession shall be without prejudice to the obligation of the Purchasers to purchase the Goods.
8. WARANTEE AND GENERAL LIABILITIES
8.1 Indele hereby warrants that all goods sold hereunder are free from significant defect in workmanship and materials but Indele liabilities under this warranty shall be limited to making available free of charge the labour and materials to make good any such defects or, Indele’s option, replacing the defective goods (but excluding transport costs and travelling time and expenses of Indele’s engineer). Indele’s liability under the above warranty is also conditional upon:-
(a) written notice being given to Indele within 7 days after discovery of the defect and in any event within 24 months after (i) the date of delivery or (ii) the date on which the Purchaser is informed that the goods are ready for delivery (whichever first occurs);
(b) the defect not being caused while the goods are at the Purchaser’s risk wholly or partly by accident, willful default, improper storage or use, failure to follow instructions or modification by the Purchaser; and
(c) the goods in question at Indele’s request being returned to Indele at the Purchaser’s expense.
8.2 The warranty contained in Condition 8.1 is given in lieu of and, subject to Condition 8.4, shall be deemed to exclude all other warranties and conditions whether express or implied and whether arising by common law, statute or otherwise. All goods are sold on the basis that the Purchaser does not deal as a consumer within the meaning of the Unfair Contract Terms Act 1977 and that the Purchaser has satisfied itself as to the suitability of the goods for use or resale by the Purchaser in accordance with the Purchaser’s specialised knowledge and skill.
8.3 Subject to Condition 8.4, Indele shall not be liable for any loss, injury or damage of any nature whatsoever whether direct, consequential or economic, arising out of, or in connection with any goods supplied or resulting from the use thereof. The Purchaser acknowledges that this is reasonable.
8.4 Nothing in these terms and conditions will exclude or limit any liability of Indele:-
(a) as to its title to the goods; or
(b) for death or personal injury resulting from negligence or breach of duty; or
(c) if and to the extent, by virtue of law, it cannot be excluded or limited.
8.5 The Purchaser shall not rely upon any representation concerning any goods supplied unless the same shall have been made by Indele in writing.
8.6 While Indele is not aware that any of the goods sold under these terms and conditions and/or the use thereof for their normal purchase infringe the patent or other proprietary rights of third parties in the United Kingdom no warranty is given and no obligation or liability is accepted by Indele in that regard.
Any credit shall be subject to the Sellers being satisfied as to the Purchasers' credit references and without prejudice to the Terms & Conditions of the foregoing the Sellers may (in their absolute discretion) having informed the Purchasers that the goods are ready for dispatch refrain from delivering the Goods until such time as the Purchasers' tender the purchase money to the Sellers together with any outstanding amounts which may be due to the Sellers on any account whatsoever.
For the avoidance of doubt, the Sellers reserve the right to supply Goods, which may not correspond exactly with the designs, sizes, weights, dimensions, specifications, illustrations or other particulars given.
Unless otherwise specified in the Seller's Acknowledgement of Order no Certificate of Conformity will be supplied.
Failure by the Sellers at any time to enforce any of the provisions of these Terms & Conditions of Sale shall not be construed as waiver by the Sellers of such provisions or in any way affect the validity of these Terms & Conditions of Sale.
Any notice required to be served hereunder may be served in writing to the registered office or principal place of business of the party to be served.
14. FORCE MAJEURE
Without prejudice to the rights of the Sellers to cancel or suspend any obligation hereunder pursuant to any clause in these Terms & Conditions of Sale the Sellers shall have no liability to the Purchasers if any of its obligations to the Purchasers are hindered, delayed or prevented whether directly or indirectly by reason of the Purchasers failing to furnish the necessary instructions or information or by war or other hostilities, civil commotion, Act of God, government action or legislation, interruption of transport, strike, lockout or other forms of industrial action, accident or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Sellers or their subcontractors whether or not such case exists at the date of the order.