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Tetrad ltd Terms and Conditions of Sale

Definitions

“the Company” means Tetrad ltd of Hartford Mill, Swan Street, Preston, PRI 5PQ (registered in England with Company Number 936239);

“Conditions” means the standard terms and conditions set out in this document;

“The contract” means the contract for the sale and supply of goods by the Company to the Customer and to which these Conditions apply;

“the Customer” means the purchaser of the goods supplied under the terms of the Contract;

“Goods” means the goods to be supplied pursuant to the Contract.

 

  1. General

(a) The following terms and conditions shall govern the Contract

between the Company and the Customer.

(b) Except to the extent (if any) required by law no condition, guarantee, undertaking, representation or statement (whether oral or written) not contained in these terms and conditions shall be binding upon the Company.

(c) These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Customer to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director of the Company on the Company’s behalf.

(d) Any concession made or latitude allowed by the Company to the Customer shall not affect the strict rights of the Company under the Contract.

(e) If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

  1. Orders

(a) Notwithstanding that the Company may have given a detailed quotation (which in any event shall not constitute an offer by the Company) no order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company.

(b) Any order which has been accepted by the Company may only be cancelled by the Customer in writing within 10 days of receipt by the Customer of an acknowledgement of order from the Company. Any such cancellation shall only be effective with the Company’s agreement in writing and on terms that the Customer shall indemnify the Company in full against all losses (including loss of profit) costs, damages, charges and expenses incurred by the Company as a result of cancellation.

 

  1. Price

Unless otherwise agreed in writing by the Company:

(a) the price of the Goods shall be the Company’s written quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order;

(b) where the Goods are supplied for export from the United Kingdom the Company’s published export price list shall apply;

(c) all prices quoted are valid for thirty days only from the date of quotation and after which time they may be altered by the Company without notice to the Customer;

(d) the Company reserves the sole right without notice at any time before delivery to increase or decrease the price of the Goods to reflect any increase or decrease in the cost to the Company which is due to any foreign exchange fluctuation, alteration of duties or any significant increase in the cost of labour, materials or other costs of manufacture;

(e) all prices include delivery to such places as the Customer has directed prior to or upon entering the Contract by any means of transport designated by the Company;

(f) the price is exclusive of value added tax at the rate in force at the time the Contract is entered into which the Customer shall be additionally liable to pay to the Company.

  1. Payment 

Unless otherwise agreed in writing by the Company:

(a) the Customer shall pay the price of the Goods within thirty days of the date of the Company’s invoice;

(b) the time of payment shall be of the essence of the Contract.

(c) if the Customer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries to the Customer and charge the Customer interest on the amount unpaid at the higher of the rate of two per cent (2%) above the base rate Yorkshire Bank Plc or the interest rate payable on court judgements, calculated on a daily basis until payment in full is made.

(d) in the event that any amounts are overdue for payment by the Customer, all amounts invoiced to the Customer shall forthwith become due for payment and recoverable by the Company and the Customer shall not be entitled to exercise any set-off, lien or any other similar right or claim.

  1. Delivery

(a) Any dates quoted for delivery of the Goods are given in good faith but without any responsibility on the Company’s part.

(b) Time for delivery shall not be of the essence unless previously agreed by the Company in writing.

(c) Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these terms and conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.

(d) If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:

(i) store the Goods at the Customers risk and take all reasonable steps to safeguard and insure the Goods at the Customers cost (provided always that the Customer shall be immediately informed thereof) until actual delivery is possible; or

(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess received by the Company over the price under the Contract or charge the Customer for any shortfall suffered by the Company below the price under the Contract.

(e) In the event of a valid claim for defect, loss, damage or noncompliance with the Contract or non-delivery of the Goods, the Company undertakes at its option either to reprocess or replace the items concerned at the Company’s expense but shall not be under any further or other liability in connection with such non-delivery, loss, damage or

non-compliance.

(f) No liability (whether in contract or for negligence or otherwise howsoever) for loss of or damage to the Goods occurring prior to delivery or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract (being a defect or loss, damage or non-compliance which would be obvious upon a reasonable inspection of the Goods) or for non-delivery will attach to the Company unless claims to that effect are notified in writing by the Customer to the Company (and in the case of claims for loss, damage or non-delivery with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods):

(i) within seven days of delivery for loss, damage, defect

or non-compliance with the Contract; or

(ii) within seven days of the date of the invoice for non

delivery.

(g) If the Customer shall fail to give notice in accordance with 5(f) above the Goods delivered shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Customer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall thereafter be wholly barred.

  1. Passing of title and risk

(a) Notwithstanding Delivery and the passing of risk of the Goods or any other provision of these Conditions, the property in the Goods, shall not pass to the Customer and shall remain vested in the Company until the Company has received in cash or cleared funds payment in full (including interest where appropriate) of all monies then due from the Customer under any contract for the sale of Goods between the Company and the Customer.

(b) Until such time as the title in the Goods passes to the Customer the Customer:

(i) shall hold the Goods as fiduciary owner and as trustee

of the Company; and

(ii) shall keep any Goods supplied until full payment as aforesaid separate and apart from and not mixed with or added to any Goods the property in which is not vested in the Company, so that the identity of any Goods supplied is not lost or impaired and shall keep the Goods properly stored protected and insured and identified as the Company’s property.

(c) Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith the Company is hereby licensed to enter upon any premises in the ownership, possession or control of the Customer where the Goods are stored and repossess the Goods.

(d) Notwithstanding title in the Goods remaining in the Company pending payment of the full purchase price of the Goods the Customer shall from the date of delivery keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the Customer in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.

(e) Each of the preceding clauses shall be construed and take effect separately and in the event of one or more of such clauses being held ineffective this shall not affect the validity of the remaining clauses.

  1. Implied terms

Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties/conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

  1. Incoterms

8.1 In these Conditions “Incoterms” means the international rules

for the interpretation of trade terms of the International

Chamber of Commerce as in force at the date when the

Contract is made. Unless the context otherwise requires, any

term or expression which is defined in or given a particular

meaning by the provisions of Incoterms shall have the same

meaning in these Conditions, but if there is any conflict

between the provisions of Incoterms and these Conditions,

the latter shall prevail.

8.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 8 shall (subject to any special terms agreement in writing between the Customer and the Company) apply notwithstanding any other provision of these Conditions.

8.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

8.4 Unless otherwise agreed in Writing between the Customer

and the Company, the Goods shall be delivered Ex Works to

the Customer and following delivery of the Goods the

Customer shall be solely responsible for all transportation

costs, insurance, import and export licenses, duties, taxes

and levies with regard to the Goods.

  1. Force Majeure 

The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods if the failure was due to any circumstances beyond the Company’s reasonable control including (but not limited to) industrial action or trade dispute (whether involving employees of the Company or of a thirdparty) Acts of God, rebellion, riot, sabotage, fire, explosion, flood, accidents, war, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.

  1. Insolvency of the Customer

If the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) is adjudicated bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstitution) or a security holder takes possession or a receiver or administrative receiver is appointed of any of the property or assets of the Customer or the Customer ceases or threatens to cease to carry on business or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer 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 and in the event of Goods having been delivered to the Customer and payment has not been made upon the occurrence of any of the foregoing then the Company is hereby licensed to enter into any premises in the ownership, possession or control of the Customer where the Goods are at that time stored and repossess the Goods.

  1. Jurisdiction

The Contract and all matters arising out of or in connection therewith are governed by the laws of England and the parties submit to the jurisdiction of the Courts of England.

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