In these Conditions
1). DEFINITIONS AND INTERPRETATION
a). BUYER - the initial purchaser of the colour application process
b). SELLER - Kolorseal Ltd, Bretfield Court, Bretton Street Ind Est, Dewsbury, WF12 9BG
c). CONTRACT - the contract of the sale and purchase of the applied process to which these conditions apply.
d). GOODS - the materials (from whatever sorce)onto which the seller is to apply the colour process pursuant of, or in connection with the Buyers Purchase Order & the Contract.
e). PROCESSED GOODS - The Goods after due process with colour by the Seller according to the contract.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relavant time.
2) - ACCEPTANCE AND AMENDMENTa).These General Conditions shall (unless or except to the extent the Seller otherwise agrees in writing) apply to all estimates, tenders, offers, quotations, acceptances, agreements and deliveries relating to the processing of Goods and the sale of such Processed Goods by the Seller which the Buyer shall be deemed to assent thereto.
b). No other or modifications to these conditions shall be binding on the Seller, unless the Seller agrees to in writing, and the Seller shall not be deemed to accept such other conditions nor to waive any of these conditions by failure to object to provisions contained in any Purchase Order or other communication from the Buyer.
c). No Representative, Agent or Salesman who is not a Partner of the Seller has any authority to amend or waive any of these conditions or other provisions of the Contract.
3) - SPECIFICATIONSa) Any advice or recommendations given by the Seller, his employees or agents to the Buyer, his employees or agents as to the storage, application or operational use of the Processed Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
b). All descriptions, drawings, specifications, weights, dimensions, prices capacities, performance-ratings and other data quoted or submitted by the Seller or included in any sales literature, price list, quotation acknowledgement of order or other document or information issued by the Seller are to be deemed approximate and subject thereto, none of such items or any part thereof shall form part of the Contract - other than as approximations.
c). Any Typographical, clerical or other error or omission in any sales literature, price list, acknowledgement of order, invoice or other document or information issued, is subject to correction without any liability on the part of the Seller.
d) the Seller reserves the right to make any changes to the specification of theProcessed Goods which are required to conform with any applicable safety or other legal requirements or which do not materially affect their quality or performance.
e). The Seller reserves the right to effect such changesas technical requirements may dictate or may be expedient, without prior reference to the Buyer.
4) - ORDERSNo order which has been accepted by the Seller may be cancelled by the Buyer except with an agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against loss (including loss of profits), costs (including the cost of all labour and materials used) damages and all other charges and expenses incurred by the Seller as a result of such cancellation.
5) PRICESa). Unless otherwise agreed in writing or stated on the sales quotation or acknowledgement of order, the price payable by the Buyer of each delivery of Processed Goods shall be the Sellers List Price ruling at date of despatch.
b). Until an order has become bindingon the Seller all prices are subject to change without notice.
c). After an order has become binding on the Seller all prices will have VAT added at the appropriate rate. Prices may still be subject to increases bt virtue of any unavoidable increases in costs to the Seller (including without any limitation costs of materials, labour, transport and services fluctuations in currenct exchange rates and any tax, duty fees or charges etc) imposed by any government or other Authority prior to delivery.
d) Any changes in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instructions, which incurs the Seller in unavoidable additional cost may be similarly added.
e). No packaging, collection / delivery charges or insurance are included in the price and are chargeable at the Sellers current rates for the same.
f). The cost of pallets and returnable containers will be charged to the Buyer in addition to the cost of the Goods - but full credit will be given to the Buyer when they are returned, undamaged, to the Seller.
6) - PAYMENTa). Unless otherwise agreed in writing on the Sellers acknowledgement of Order the invoice amount will be due for payment by the Buyer before release of the Goods. The time of payment shall be the essence of the Contract.
b). The Seller reserves the right at any time to suspend processing further work under the Contract between the Buyer & Seller should such payment not have been received within 7 days of invoice date.
c). If the Buyer defaults in any payment the Seller may, in addition to the above right contained in Condition 6 b) suspend work, delay or withold delivery or cancel this Contract or any other Contract between the Buyer & Seller and retain any progress payments or payments on accounts received under the Contract, or any other Contract outstanding.
d). The Seller shall have a lien on all undelivered / or un-processed Goods held by the Seller for process or already processed, until all monies due have been paid, with no right of set-off or retention by the Buyer of such monies.
e). The Seller reserves the right to charge interest at an annual rate of 4% above the base rate quoted by the Bank of England on all overdue monies.
f). All rights and remediesafforded to the Seller in these Conditions for non-payment shall be in addition and without prejudice to all other rights and remedies available to the Seller under the Contract or at law.
7) - DELIVERY / COLLECTIONa). Unless otherwise agreedas part of the Contract and confirmed in the Seller's acknowledgement of order, delivery of Goods for process to and from the Seller will be the responsibility of the Buyer and at the Buyer's exclusive cost.
b). Where the Seller accepts or elects such responsibility for the collection of Goods and subsequant re-delivery of Processed Goods. Time of collection or delivery are not the essence of the contract and any time or date specified by the Seller as the time at which, or the data on which Goods will be collected or delivered is given as an estimate only and the Seller shall not be liable for any loss, damage or expenses, however arising from any delays incurred.
c). The Seller reserves the right to process Goods and require collection by several instalments, unless otherwise expressly agreed to the contrary in writing. Quantity of Goods processed in each instalment shall be in the Sellers discretion.
d). Where Goods are processed for despatch in instalments each delivery shall constitute a separate Contract to which these Conditions apply, and failure by the Seller to deliverany one or more of the instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as repudiated.
e). Notwithstanding any express agreement as to the date of delivery the Seller shall be entitled to postpone or cancel delivery in whole or in part when it is delayed in, or prevented from processing any goods by reason of non availability of materials and / or services by reason of strikes, lockouts, trade disputes or labour troubles - or any similar cause beyond the Sellers reasonable control, including, but without limitation act of God, act of the Buyer, or it's agents, embargo or other Government act or request, fire, accident, war, or inability to obtain adequate labour or processing facilities. During any of the foregoing events the Seller's obligations shall be suspended until such events cease or until the Seller cancels delivery/despatch (as the case may be) and the Seller shall not be required to obtain elsewhere in the market goods or services to permit it to process the Goods, delivery of which has been postponed or cancelled as a result of any of said events. In the event of Cancellation, the Seller shall be paid pro-rata for goods delivered and any work done to the date of cancellation.
f). If the Buyer fails to collect or accept deliveryof Processed Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (other than by reasons beyond the Buyers control or by the Sellers fault), then without prejudice to any other right or remedy available to the Seller - including it's right to payment, the Seller may - i) Store the goods until actual delivery / collection and charge the Buyer for reasonable costs (including insurance) for storage, or - ii) sell the goods at the best possible price readily available and account to the Buyer to any shortfall below the price due under the contract and the Buyer shall indemnify the Seller in full against all losses, damages, charges and expenses incurred by the Seller as a result of the Buyers said failure.
g) The Buyer shall have the sole responsibility for the proper unloading of the goods, and if, the Seller or any Sub-Contractor does any unloading or loading of Goods free of charge, no liability whatsoever shall be incurred by the Seller or Sub-Contractor and the Buyer shall indemnify them thereof.
h) The packaging in which the Goods are delivered to the Buyer shall be returned at the Buyers expense to the Seller, as the Seller directs.
8) BUYERS OBLIGATIONS & CLAIMS UPON COLLECTION/DELIVERYa). The Buyer will -
i) examine the Goods carefully upon collection/delivery.
ii) notify the Seller in writing within 3 days of taking such delivery of any error in quality, or quantity or if this was mixed with others, not included in the Contract and of any damage to Processed Goods revealed by such examination and not caused since delivery was taken.
b) Failure to make notificationin accordance with para a) ii) of Condition 8 shall constitute a waiver by the Buyer of all claims relating to facts which such examinations should have revealed.
9) RISKa). Risk of damage to or loss of the Goods shall pass to the Buyer-
i) In the case of processed goods to be delivered to the Buyer or his carrier at the Sellers premises - at the time that the Seller notifies the Buyer that the Goods are available for collection
ii) In the case of Processed Goods to be delivered by the Seller - at the time and designated point where the Seller, or his carrier has tendered delivery, to the Buyers instruction.
10) TITLE TO GOODS & PROCESSED GOODSa). Once the Contract has been accepted by both parties, any Goods delivered by the Buyer to the Seller for process, the property of such Goods shall pass to the Seller and shall not revert to the Buyer until payment in cash or cleared funds has been made in full, under the contract for the Processed Goods created there-from. Notwithstanding that collection from or delivery by the Seller of finished goods has passed the risk of the finished goods to the Buyer.
b). Until such time as property in the Finished Goods passes to the Buyer the Buyer shall hold the Finished Goods as the Sellers fiduciary agent & Bailee and shall keep the Goods separate from those of the Buyer and third parties, properly stored, protected, insured & identified as the Sellers property. Until that time the Buyer shall be entitled to use or re-sell the Finished Goods in the ordinary course of it's business, but shall account to the Seller for the proceeds of sale or otherwise of the Finished Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer & third partirs and, in the case of tangible proceeds, properly protected, insured and stored.
c). Until such time as property in the Processed Goods passes to the Buyer (and privided these are still in existance and have not been re-sold) the Seller shall be entitled at any time to require the Buyer to return the Finished Goods to the Seller - and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the Finished Goods.
d). 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 property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
11) WARRANTIES & LIABILITYa). Subject as expressly provided in these Conditions all Warranties, Conditions or other terms implied by Law are excludrd to the fullest extent permitted by Law and except in respect of death or personal injury caused by the Sellers negligence the Seller shall not be liable to the Buyer by reason of and representation or implied Warranty, condition or other term, duty at Law, or under the express terms of the Contract, for any loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for compensation whatsoever ( and whether caused by the neglegence of the Seller, it's employees, agents or otherwise) which arise out of or in connection with the supply of the Processed Goods, their subsequent use or re-sale by the Buyer.
b). Notwithstanding the provisions of para 11 a) above, the GUARANTEE defines the precise scopeof guarantee available, as to adhesion, degree of gloss, fade or weathering resistancewith the conditions under which this applies
In all cases where the site - specific 10 year Guarantee is not required and documented accordingly, the - period guaranteed for such other general supply remains at 5 years.
Kolorseal. (The Seller)
Bretfield Court, Bretton Street Ind Est, Dewsbury, WF12 9BG
© 2012 Kolorseal Ltd, Bretfield Court, Bretton Street Ind Est, Dewsbury, WF12 9BG, Company No: 05245538