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1.
GENERAL
Any order accepted by Protectapeel (PTY) Ltd. (hereinafter called
the Company) whether or not it is based on or results from any quotation
or tender given by the Company is to be deemed to incorporate these
terms and conditions; no variation or modification of or substitution
for these terms and conditions (even if included in or referred
to in the document placing the order) shall be binding on the Company
unless specifically accepted by the Company in writing. Written
acknowledgment of an order shall not constitute such acceptance.
No servant, agent or representative of the Company has any authority
to waive, vary, add to, omit or otherwise alter these terms. In
the event of any dispute between the Company and the Buyer these
Terms and conditions of Sale shall prevail.
2. PRICES
Unless otherwise agreed in writing by the Company
the Company reserves the right to vary the price quoted for the goods in order
to conform with the Company's prices for such goods ruling at the date of despatch
or to take account of any increase in wages, salaries or cost of materials, manufacturing,
packaging or other overheads between the date of the order and the date of delivery.
When Value Added Tax (hereinafter called VAT.) is chargeable the price shall also
be increased.
1) By the gross amount of the V.A.T. chargeable on
the supply of the goods and for services by the Company.
2) By the nett
cost to the Company of any VAT, chargeable in respect of the supply to the Company
of goods to be
incorporated in or of services contributing to the contract.
3. PAYMENT
a) Unless remittance is required with order or
the Company otherwise agrees, payment is due in full by the twentieth of the month
following the month in which the Buyer is invoiced in respect of this contract.
b)
All payments shall be in accordance with the terms set out herein and in the
event of non-compliance therewith the Company reserves the right to make an additional
charge which shall not exceed 3% above Barclays Bank P.L.C. base rate on any sums
outstanding from time to time and which shall be notified to the Buyer.
c)
If payment is not made in accordance with these terms or at any time the credit
standing of the Buyer has (in the opinion of the Company) been impaired the Company
may refuse delivery of any goods required under this contract until arrangements
as to payment or credit have been established which are satisfactory to the Company.
d)
In addition to any right or lien to which they may be by law entitled the Company
shall (in the event of the Buyer's insolvency) be entitled to a general lien on
all goods of the Buyer in the Company's possession (although such goods or some
of them may have been paid for) for the unpaid price of any goods sold and delivered
to the Buyer by the Company under the same or any other contract.
e)
The intending Buyer acknowledges that until such time as payment as aforesaid
has been made it is in possession of goods solely as bailee for the Company and
shall store the goods separately from its own goods and in such a fashion as to
be readily identifiable by the Company.
4. DELIVERY
a)
Unless the Company otherwise agrees, delivery shall be made to the Buyer's works,
noted on the order and stated on Company's invoice.
b) Stated delivery
times are business estimates only and the Company shall not be liable for any
loss or damage suffered by the Buyer by reason of any failure to complv therewith,
nor will any such delay entitle the Buyer to repudiate the contract.
c)
The carrier and the Company must be advised in writing (otherwise than upon the
carrier's documents) within five days of receipt of invoice if the products covered
by the invoice have not been delivered, or within two days of delivery it damage,
pilferage or shortage is revealed upon receipt of the products. If such advice
is given the Company will use its best endeavours to assist the Buyer in respect
of proof of delivery of the products to the carrier in sound condition, In no
circumstances shall the Company be liable for any consequential loss or damage.
5. TITLE AND RISK
a) The goods shall be at the Buyer's
risk from the time of delivery or, if earlier, when they are placed at the Buyer's
disposal.
b) Notwithstanding delivery, the goods sold hereunder remain
the absolute property of the Company until payment of all amounts invoiced by
the Company to the Buyer in respect of the goods has been made.
c) In
the circumstances where the goods are delivered to an address specified by the
Buyer the Company shall be entitled at any time until resale of the goods immediately
after giving notice of its intention to do so, to enter upon such premises with
such transport as may be necessary and repossess any goods or products to which
it has title hereunder.
d) If any of the goods are incorporated in or
used as materials for other goods before payment of all that is owing to the Company
under this contract, the property in the whole of such other goods shall be vested
in the Company and the Buyer shall hold all such other goods as Trustee for the
Company.
e) In the event of the Buyer selling or otherwise disposing
of the goods or such other goods as incorporate the goods before he has paid all
that is owing to the Company under the contract then the Buyer shall hold all
such money he receives as Trustee for the Company in an account separate and identifiable
from other monies of the Buyer until payment in discharge of the debt due from
the Buyer to the Company.
f) Nothing in this clause shall confer any
right on the Buyer to return the goods sold hereunder or to refuse or delay payment
thereof, unless otherwise agreed.
g) Until payment has been made in
full by the Buyer the Company shall be entitled to require the Buyer at any time
to assign to the Company all rights which the Buyer may have against any subsequent
purchaser or transferree of the said goods.
6. DELAY IN SUPPLY (FORCE
MAJEURE)
The Company shall not be liable for any loss or damage caused
by delay in the performance or non-performance of any of its obligations hereunder
where the same is occasioned by any cause whatsoever that is beyond the Company's
control. In such circumstances the Company may cancel or suspend this contract
without incurring any liability for any loss or damage thereby occasioned and
may extend the period of delivery or may without any liability whatsoever suspend
or cancel (either immediately or any time after suspension under this condition)
any or all of its obligations then unperformed.
7. WARRANTY
(i)
The Company warrants that the goods shall at the time of delivery correspond to
the published specifications of the Company when used for purposes for which goods
of that type are ordinarily used. In the absence of any published specifications
applicable to the goods the Company warrants that the goods shall at the time
of delivery be of normal industrial quality. If any of the goods do not conform
to that warranty, the Company will, at its option.
a) replace the goods
found not to conform to the warranty
b) bring the goods into conformity
with the published specifications of the Company or (as the case may be) normal
industrial quality or
c) take back goods found not to conform to the
warranty and refund the total of the purchase price.
The liability of the Company
under the fore-going paragraph is conditional upon
a) the Buyer giving
written notice to the Company of the alleged defect in the goods, such notice
to be received by the Company within fourteen days of the time when the buyer
discovers or ought to have discovered the alleged defect and in any event, within
two months of delivery of the goods.
b) The Buyer affording the Company
a reasonable opportunity to inspect the goods.
c) The Buyer making no
further use of the goods that are alleged to be defective after the time at which
the buyer discovers or ought to have discovered the alleged defect
(ii)
Save as provided in the paragraph above all conditions and warranties, express
or implied (whether by statute, common law or otherwise) as to the condition,
merchantability or fitness for any purpose of the goods are hereby expressly excluded
and the Company shall be under no liability for any loss or damage howsoever arising
which may be suffered by the Buyer by reason of any defect in or failure to perform
on the part of the goods.
iii) Information regarding weights, measurements,
powers, capacities, performance and other data generally relating to the Company's
products together with instructions, recommendations and advices relating to the
same contained in advertisements, catalogues, price lists, illustrations, technical
specification sheets or other similar matter submitted to the Buyer by ~he Company
whilst given in good faith, must be regarded only as approximate and intended
to present to the Buyer a general guide, the accuracy of which the Buyer must
test for himself. The Buyer shall be deemed to rely upon his own judgment as to
the nature and quality of the Company's products and their suitability for his
purpose and not upon any representation made by the Company its servants or agents
either orally or in writing.
The liability of the Company in respect of any
misrepresentation shall not in any event exceed the cost of rep4acement of the
Company's product in respect of which a claim is made. The Company will not in
any event be liable to consequential loss, injury or damage arising out of any
misrepresentation concerning the Company's products.
8. RETURN OF GOODS
In
no circumstances shall any of the goods be returned to the
Company without
the Company's prior written consent.
9. PATENTS AND DESIGNS
The
Company shall not be liable in respect of any claim which may be made against
the Company for infringement of any letters patent or registered design which
may arise as a result of the Company carrying out instructions given by the Buyer
and the Buyer agrees to indemnify and keep indemnified the Company from and against
all or any such claims and against all costs, damages and expenses incurred by
or recovered against the Company in respect of any such claims.
10.
CANCELLATION
If the Buyer shall fail to make any payment when it becomes
due or shall enter into any composition or arrangement with its creditors or if
being an incorporated company it shall have a receiver appointed or shall pass
a resolution for winding up or a court shall make an order to that effect, or
if not being an incorporated company has a receiving order made against it, or
if there shall be any breach by the Buyer of any of the terms and conditions hereof
the Company may, without prejudice to their other rights and remedies, defer or
cancel any further deliveries.
11. FROST
Many adhesives are
subject to damage by frost and the Company does not accept any responsibility
if such damage occurs on the Buyer's premises in frosty weather. In frosty weather
the Company will use its discretion as to whether or not to despatch goods unless
otherwise instructed by the Buyer in which case the Company does not accept responsibility
for damage by frost in transit,
12. PACKAGES
All packages for
which a deposit is charged by us are returnable to the Company and credit at current
rates will be given if the packages are returned (carriage paid) in good condition
within three months of the original invoice date unless otherwise agreed. Written
advice of the return of empty packages should be sent to the Company on the day
of despatch. Other packages are not returnable and the Company cannot accept responsibility
for loss, damage or cost of carriage in the event of return.
13. AGREEMENTS,
CREDITS AND SUPPLIES
The Company shall have the right in its absolute discretion
and without giving any reason therefor and notwithstanding any contract the Buyer
may have made with a third party, to terminate or suspend without notice any agreement
to supply goods to any person or firm and to refuse or limit the amount of credit
to be given to any person or firm including the Buyer.
14. QUANTITY
AND TOLERANCES
The Company reserve the right to deliver against any order
an excess or deficiency up to 10% by weight or volume ordered.
15.
INTELLECTUAL PROPERTY RIGHTS
(i) Nothing contained in any contract
whether express or implied shall be deemed to confer any rights upon Buyers to
apply any trade mark ow6ed by the Company to any goods supplied,
(ii) The
Buyer warrants that any instructions furnished or given by the Buyer shall not
be such as will cause the Company to infringe any patent, registered design or
copyright, trademark or rights of confidentiality in execution of the Buyer's
order and the Buyer will indemnify the Company against any damages and costs awarded
for any such infringement.
16. INTERPRETATION
Any contract to
which these conditions apply shall be construed and take effect in all respects
in accordance with English law.
17. Nothing in these conditions
shall affect the statutory rights of consumers.
18. The Term "Buyer"
shall include any customers of the Company.
NOTE OF CAUTION
BUYERS
ARE RECOMMENDED TO TAKE THE USUAL PRECAUTIONS IN HANDLING SURFACE COATINGS AND
CHEMICALS OF THIS TYPE IN RESPECT OF ADEQUATE VENTILATION, AVOIDANCE OF EXCESSIVE
CONTACT WITH THE SKIN AND TO OBSERVE THE LOCAL REGULATIONS REGARDING THE USE OF
HIGHLY INFLAMMABLE MATERIALS, IF APPLICABLE IN VIEW OF THIS THE COMPANY CANNOT
ACCEPT LIABILITY WHATSOEVER, HOWSOEVER ARISING AS A RESULT OF THE MIS-USE WHETHER
NEGLIGENT OR NOT OF THE COMPANY'S PRODUCTS BY THE BUYER.
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