Conditions of sale
In these conditions of sale "the Seller" means GripSure (UK) Ltd, "the Buyer" means the person, firm or company purchasing the Goods, "the Goods" means the goods or materials, the subject of the contract between the Buyer and the Seller.
1. Unless otherwise agreed in writing, every order placed with the Seller shall be subject to these terms and Conditions of Sale, which shall override any standard terms and conditions stipulated, incorporated or referred to in the buyers order.
2. Where delivery of the Goods is to be made by instalments each delivery shall be treated as a separate contract and failure, suspension or delay in any delivery or defects in the Goods delivered shall not violate the contract as to other deliveries.
3. All delivery dates are estimates only and the Seller shall not be liable in damages for any delay in delivery nor shall the Buyer be entitled to refuse to accept delivery, except when delay of an unreasonable length has occurred due to circumstances within the Sellers control. The following circumstances shall, without limitation, be deemed not to be within the Sellers control: Acts of God, war riots civil commotions, strikes, lockouts, trade disputes, fires, breakdowns, interruptions of transport, Government actions and delay in delivery by the Seller's suppliers. During any such period of delay the Buyer after giving reasonable prior written notice of his intention to do so shall be at liberty to purchase elsewhere such goods only as shall be necessary for the Buyers immediate requirements and to cancel delivery from the Seller of any quantities so purchased.
4. The Buyer shall inspect the Goods immediately upon delivery and shall within 14 days of such delivery give notice in writing to the Seller of any matter or thing by reason whereof the Buyer alleges that the Goods are not in accordance with the contract whether as to quantity, quality or otherwise. If no such notice is served by the Buyer upon the Seller, the Goods shall be deemed to be in accordance with the contract in all respects and the Buyer shall be deemed to have accepted them
5. Damages, shortage and pilferage in transit must be reported to the carriers in writing within 3 days after delivery of the Goods and a copy sent to the Seller to enable (when applicable) the necessary claim to be made. In case of breakages the Buyer must retain the damaged Goods and packing for material for inspection. In the case of non delivery the Seller must be advised within 14 days of date of despatch or in the case of exports within 3 days of anticipated delivery date. In the case of the Buyers non compliance with the above, the entire loss due to any subsequent claim to be refused by the carriers, shall be borne by the Buyer
6. All samples, drawings, descriptive matter, specifications and advertising issued by the Sellers and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this contract.
7. (1) If the Buyer, having served notice on the Seller in accordance with Clause 4 above, demonstrates to the reasonable satisfaction of the Seller that Goods are not of the quality specified in the contract, the Seller shall at its option either replace the defective Goods with Goods complying with contract at the place of delivery specified in the contract or refund to the Buyer the price paid by the Buyer for the defective Goods.
(2) The remedies set out in sub -clause 8 (1) above represent the entire responsibility and liability of the Seller and all other conditions and warranties, whether express or implied by statutory, common law or quality or otherwise (including but not limited to warranties relating to satisfactory quality or fitness for purpose) shall be excluded to fullest extent permitted by law.
8. (1) The Seller does not exclude or limit its liability to the Buyer for death or personal injury caused by any negligent act or omission or wilful misconduct of the seller
(2) The Seller does not accept liability for (1) indirect or consequential loss or damage, (2) loss of business profits, business revenue, good will or anticipated savings, or (3) loss which could have been avoided by the buyer through reasonable conduct.
(3) In the event that, notwithstanding any of these Conditions of Sale, the Seller is found liable to the Buyer, whether arising from contract, delict ,indemnity or otherwise, such liability for actual damages for any cause whatsoever shall be limited to the price paid by the Buyer to the Seller in relation to the provision of Goods.
9. The Seller hereby notifies the Buyer that the seller has available information concerning the Goods and the conditions recommended for safe handling and the supplier will make this information available to the Buyer at the buyer's request.
10 (1) Unless otherwise agreed and provided that the Seller does not require payment in advance of delivery, the price for the Goods, as stipulated by the Seller (the "Price") shall be paid to the Seller by the Buyer not later than 30 days from the date of the Sellers invoice.
(2) If the buyer shall fail to make any payment on the due date or becomes bankrupt or enters into liquidation (other than for the purposes of amalgamation or reconstruction) or makes any composition or arrangement with creditors or has a receiver appointed of its undertaking property or assets or any part thereof the seller shall have the option to withhold or cancel further deliveries provided that failure on the part of the seller to exercise such an option in respect of one or more deliveries shall not affect the right to exercise it in respect of other deliveries. Notwithstanding any other terms stated herein cash shall be paid before delivery is required under this Clause 10.
11. Without prejudice to the Seller's other rights and remedies in respect of late payment, if the Buyer fails to make payment on the due date the Seller shall be entitled in addition to the purchase price to interest thereupon at the rate of 4% per annum above the base rate of the Bank of England from time to time applying from the due date of payment until payment is received by the seller
12 Risk in the goods shall pass to the buyer upon delivery but title thereto shall be retained by the seller until it has received payment in full in respect thereof or until the Seller serves a written notice upon the buyer specifying that title thereto has passed whichever shall be the sooner.
13. If the Buyer fails to make payment in accordance with these Conditions of Sale the servants or agents of the Seller shall be entitled to enter upon the premises of the Buyer to repossess the Goods.
14. The Buyer shall be entitled to resell the Goods or part thereof only upon the condition that the proceeds of sale of the Goods of such part thereof as shall be so sold (whether in their original or processed state) shall be held by the Buyer in trust for the seller.
These Conditions of Sale and any contract made pursuant to thereto shall be subject to and construed in accordance with English Law.