Talk to an expert: sales@intercoat-paints.co.uk or call 01922 638 821
Talk to an expert: sales@intercoat-paints.co.uk or call 01922 638 821
1.1 In these conditions:-
2.1 Recitals and clause headings are inserted for convenience and are to be ignored for the purposes of construction.
3.1 Payment shall be made in full by cash or cheque.
3.2 Receipts for payment shall be issued upon request.
3.3 If the Buyer fails to make payment in full then, without prejudice to any other right or remedy available to the Vendor, the Vendor shall be entitled to:
3.4 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 to such deduction to be paid by the Vendor to the Buyer.
4.1 Delivery of the Goods shall be made by the Vendor delivering the Goods to the place notified to the Vendor in the Buyer’s order.
4.2 The Vendor will use its best endeavours to deliver the Goods on the date quoted but shall not be liable for any delay in delivery which is due to circumstances which are not under the Vendor’s control. Time for delivery shall not be of the essence. The Goods may be delivered by the Vendor in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
4.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Vendor to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
4.4 If the Vendor fails to deliver the Goods (or any instalment) for any reason other than a cause beyond the Vendor’s control or the Buyer’s fault, and the Vendor is accordingly liable to the Buyer, the Vendor’s liability shall be limited to the excess (if any) of the cost (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
4.5 If the Buyer fails to take delivery of the Goods or fail to give adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Vendor’s fault) then, without prejudice to any other right or remedy available to us, the Vendor may:
5.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Vendor has tendered delivery of the Goods.
5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Vendor has received in cash or cleared funds payment in full of all sums owed to the Vendor by the Buyer.
5.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Vendor’s fiduciary agent and bailee, and shall keep the Goods separate from any other Goods and properly stored, protected and insured and identified as the Vendor’s property but shall be entitled to resell or use the Goods in the ordinary course of the Buyer’s business.
5.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Vendor shall be entitled at any time to require the Buyer to deliver up the Goods to the Vendor and, if the Buyer fails to do so forthwith, to enter upon any of the Buyer’s premises or that of any third party where the Goods are stored and repossess the Goods.
5.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the Vendor’s property, but if the Buyer does so all monies owing by the Buyer to the Vendor shall (without prejudice to any of the Vendor’s other rights and remedies) forthwith become due and payable.
6.1 Without prejudice to any other rights or remedies available to the Vendor, until the Vendor receives payment of all outstanding sums owed by the Buyer in respect of the supply of Goods to the Buyer by the Vendor, the Vendor shall be entitled to an equitable lien over all Goods supplied to the Buyer by the Vendor.
7.1 The container in which the Goods are supplied is the property of the Vendor and may be returned by agreement if clean and capped at the time of return and provided it contains no hazardous waste.
7.2 The Buyer has the right to dispose of the container, subject to fulfilment of all statutory obligations under the Environmental Protection Act 1990 and all subsequent regulations made pursuant thereto. The Buyer indemnifies the Vendor in respect of all or any liability, costs, fines or other damage incurred by the Vendor as a result of any such breach of applicable law.
8.1 Subject to clause 8.2 the Vendor warrants that the Goods supplied will conform to any samples provided and will be fit for purpose. The Vendor further warrants that the quantity of Goods supplied shall be in accordance with the Buyer’s order.
8.2 The Buyer shall test any Goods supplied by the Vendor upon delivery, prior to using the same in production to ensure the Goods conform to requirements. If the test should demonstrate that the Goods are not fit for purpose the Buyer shall inform the Vendor within seven days of testing. The Vendor will arrange for the collection of the defective Goods within 7 days of receipt of notification of the defect from the Buyer.
8.3 The Vendor shall be under no liability:
8.4 Subject as expressly provided in these terms and conditions of business, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
8.5 Goods must be examined upon delivery and any obvious damage or shortage must be notified to the Vendor within 24 hours of delivery.
8.6 Except for damage subject to notification under clause 8.5, any claim by the Buyer which is based on any other defect in the quantity, quality or condition of the Goods or their failure to correspond with the order shall (whether or not delivery is refused by the Buyer) be notified to us within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.
8.7 If delivery is not refused, and the Buyer does not notify the Vendor accordingly, the Buyer shall not be entitled to reject the Goods and the Vendor 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.
8.8 Where any valid claim in respect of any of the Goods is notified to the Vendor in accordance with clauses 8.5 and 8.6, the Vendor shall be entitled to replace the Goods (or the part in question) free of charge or, at the Vendor’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Vendor shall have no further liability to the Buyer.
8.9 Except in respect of death or personal injury caused by the Vendor’s negligence, the Vendor shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or at any duty at common law, or under the express terms of the contract, for any indirect, special or consequential losses or other claims for compensation (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by our negligence, our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the Vendor’s entire liability under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these conditions.
8.10 The Vendor shall not be liable to the Buyer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Vendor’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Vendor’s reasonable control. Without prejudice to the generality of the foregoing this includes an Act of God, explosion, flood, tempest, fire or accident, war or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party), or shortage of supplies.
9.1 This clause applies if:
9.2 If clause 9.1 applies then, without prejudice to any other right or remedy available to the Vendor, the Vendor shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 No waiver by the Vendor of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.2 If any of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.3 The contract shall be governed by the laws of England, and the parties hereby submit to the non-exclusive jurisdiction of the English courts.
10.4 The Contracts (Rights of Third Parties) Act 1999 does not apply so as to give to a person who is not a party to this agreement a right under it.
1.1 In these conditions:-
2.1 Recitals and clause headings are inserted for convenience and are to be ignored for the purposes of construction.
3.1 Payment shall be made within the agreed credit terms.
3.2 Time for payment of the price shall be the essence of the contract. Receipts for payment shall be issued upon request.
3.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Vendor, the Vendor shall be entitled to:
3.4 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 to such deduction to be paid by the Vendor to the Buyer.
4.1 Delivery of the Goods shall be made by the Vendor delivering the Goods to the place notified to the Vendor in the Buyer’s order.
4.2 The Vendor will use its best endeavours to deliver the Goods on the date quoted but shall not be liable for any delay in delivery which is due to circumstances which are not under the Vendor’s control. Time for delivery shall not be of the essence. The Goods may be delivered by the Vendor in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
4.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Vendor to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
4.4 If the Vendor fails to deliver the Goods (or any instalment) for any reason other than a cause beyond the Vendor’s control or the Buyer’s fault, and the Vendor is accordingly liable to the Buyer, the Vendor’s liability shall be limited to the excess (if any) of the cost (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
4.5 If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Vendor’s fault) then, without prejudice to any other right or remedy available to the Vendor, the Vendor may:
5.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Vendor has tendered delivery of the Goods.
5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Vendor has received in cash or cleared funds payment in full of all sums owed to the Vendor by the Buyer.
5.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Vendor’s fiduciary agent and bailee, and shall keep the Goods separate from any other Goods and properly stored, protected and insured and identified as the Vendor’s property but shall be entitled to resell or use the Goods in the ordinary course of the Buyer’s business.
5.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Vendor shall be entitled at any time to require the Buyer to deliver up the Goods to the Vendor and, if the Buyer fails to do so forthwith, to enter upon any of the Buyer’s premises or that of any third party where the Goods are stored and repossess the Goods.
5.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the Vendor’s property, but if the Buyer does so all monies owing by the Buyer to the Vendor shall (without prejudice to any of the Vendor’s other rights and remedies) forthwith become due and payable.
6.1 Without prejudice to any other rights or remedies available to the Vendor, until the Vendor receives payment of all outstanding sums owed by the Buyer in respect of the supply of Goods to the Buyer by the Vendor, the Vendor shall be entitled to an equitable lien over all Goods supplied to the Buyer by the Vendor.
7.1 The container in which the Goods are supplied is the property of the Vendor and may be returned by agreement if clean and capped at the time of return and provided it contains no hazardous waste.
7.2 The Buyer has the right to dispose of the container, subject to fulfilment of all statutory obligations under the Environmental Protection Act 1990 and all subsequent regulations made pursuant thereto. The Buyer indemnifies the Vendor in respect of all or any liability, costs, fines or other damage incurred by the Vendor as a result of any such breach of applicable law.
8.1 Subject to clause 8.2 the Vendor warrants that the Goods supplied will conform to any samples provided and will be fit for purpose. The Vendor further warrants that the quantity of Goods supplied shall be in accordance with the Buyer’s order.
8.2 The Buyer shall test any Goods supplied by the Vendor upon delivery, prior to using the same in production to ensure the Goods conform to requirements. If the test should demonstrate that the Goods are not fit for purpose the Buyer shall inform the Vendor within seven days of testing. The Vendor will arrange for the collection of the defective Goods within 7 days of receipt of notification of the defect from the Buyer.
8.3 The Vendor shall be under no liability:
8.4 Except in respect of death or personal injury caused by the Vendor’s negligence, the Vendor shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other term or any duty at common law or under the express terms of the contract for loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Vendor, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the contract or at all) or their use or resale by the Buyer.
8.5 The Vendor’s liability to the Buyer shall not exceed the price of the Goods and is conditional upon the Buyer’s observance of its obligations under this Agreement.
9.1 Neither party shall be liable to the other for any failure or delay in the performance of its obligations under the contract (other than a failure to make payment) which is due to a cause beyond its reasonable control including (without limitation) Acts of God, war, industrial disputes, protests, fire, tempest and national emergencies and the affected party shall be entitled to a reasonable extension of time for the performance of such obligations.
10.1 Without prejudice to any other rights to remedy available to the Vendor, the Vendor shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:
11.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business.
12.1 The parties agree that this contract is governed by the laws of England and Wales and submit to the exclusive jurisdiction of the courts of England and Wales.
