- The terms of business set out below cancel all previous terms & conditions.
- ‘The Customer’ means the person, firm or company with whom a contract for the sale of goods is constituted.
- ‘The Company’ means Avocet Dye & Chemical Co Limited of Birds Royd Lane, Brighouse, West Yorkshire, HD6 1LQ
2. Basis of Sale
- Any order placed by the Customer whether in writing or verbally shall be deemed to constitute an offer by the customer to enter into a contract upon these terms & conditions.
- The Customer shall indemnify the Company in respect of any costs, charges, losses or expenses, including legal fees which the Company may sustain or incur as a result of the Customer’s breach of contract up to the invoice value of the goods.
- The Company has drawn up these terms and conditions of sale in light of the Unfair Contract Terms Act 1977 as amended and considers them to be fair and reasonable and its prices are based on contracts made on these conditions. If the Customer considers that these terms are unreasonable he must inform the Company in writing before any contract is made otherwise he will be deemed to have accepted that the Company’s conditions are fair and reasonable.
- Any goods sold as sub-standard or surplus shall be accepted by the Customer in their actual state and condition and no warranty will apply thereto.
- All prices for goods, whether listed or not and any Prompt Settlement Discount are subject to alteration. Orders received but not despatched at the date of any alteration may be executed at the prices and discount applicable to the order at the sole discretion of the Company
- All prices are subject to the appropriate amount of VAT.
- The amount of VAT payable is shown separately on invoices and is included in the invoicetotals.
- All prices quoted by the Company are exclusive of VAT. In the case of sales within the United Kingdom VAT at the appropriate rate must be added.
- In the event that the raw materials or costs incurred by the Company increase between the time that the order is placed and the time of delivery, the Company reserves the right to change to the price current at the time of delivery.
- The Company will deliver the goods ordered to the address specified by the Customer and when delivered to a person appearing to have authority to sign for them at such address the risk in and responsibility for the goods shall vest in the Customer
- Any despatch date or delivery time is a business estimate only and the Company shall not be liable for any loss suffered by reason of any failure to comply therewith
- In the case of orders for delivery within the United Kingdom then unless otherwise stated the price is inclusive of delivery.
- In the case of goods for delivery outside the United Kingdom the terms for delivery are as agreed between the Company and the Customer.
- Any delivery dates quoted are for guidance only and are not a term of the contract. Time for delivery shall not be of the essence unless previously agreed by the Company in writing and the Company shall not be liable for any delay in delivery of goods.
- Where the goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver one or more of such instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
- Claims for non delivery. If the goods have not been received within 5 working days from the date of the invoice, immediate notification must be made in writing to the Company at Birds Royd Lane, Brighouse, West Yorkshire, HD6 1LQ.
- Requests for proof of delivery. Where the Company is requested to furnish proof of delivery the Company reserves the right to charge the Customer with the administration costs involved except where delivery is shown not to have taken place.
- Claims for storage, pilferage or damage. All packages, cases etc should be examined externally in the presence of the Carrier. Where a consignment is short delivered or appears to have been tampered with or damaged, this should be recorded on the Carrier’s sheet and notification made within 24 hours in writing to the Carrier and the Company. Where packages appear to be in perfect condition, a clear signature should be given.
- The contents should be unpacked and checked immediately and shortage or damage notified within 24 hours, in writing to the Carrier and the Company.
6. Liabilities and Warranties
- The Company warrants that the goods are as described in the Company’s current literature or confirmed in writing by the Company. Save as aforesaid all other conditions, guarantees or warranties whether expressed or implied by statute, common law or otherwise are hereby excluded, except to the extent that such exclusion is prevented by law.
- The application, use and processing of the goods is the absolute responsibility of the Customer and the Customer shall be deemed to have carried out its own tests to ensure the suitability of the goods for their intended purposes and application.
- If the Company supply goods in accordance with the specification of the Customer, the Company shall not be liable in the event that the Customer supplies the incorrect specification which is illegible or where the items are incorrect.
7. Goods returned to the Company by Customers
- The Company is under no obligation to accept the return of goods from Customers and no return of such goods should be made without the prior written consent of the Company.
- The Company reserves the right to charge the Customer with the cost of any carriage in respect of the goods returned.
- The Company reserves the right to nominate its own Carrier in the event of the goods being returned.
8. Risk and Property
- Risk or damage to or loss of the goods shall pass to the Customer when the goods are delivered to or collected by the Customer or it's agents.
- Not withstanding delivery of the goods to the Customer:
- The legal and equitable title in the goods shall not pass to the Customer until all payments due for those goods and all goods previously delivered to the Customer by the Company have been received by the Company.
- The Customer may sell the goods by way of bona fide sale in the ordinary course of its business on its standard terms and conditions and by way of sale as principal (not as agent) but may not otherwise deal with, sell, part with possession of, consume, or otherwise dispose of the goods until title thereto has passed to the Customer in accordance with (a) above.
- The Customer’s license in (b) above shall forthwith terminate automatically and without notice upon the customer being in breach of any of these terms of business, if the Customer is adjudicated bankrupt or has a receiving order made against him or, if a Company, has a Receiver appointed of all or any part of its property or if a petition shall be presented or a resolution passed to wind-up the Customer or if any sums due to the Company from the Customer becomes overdue and the Company may, without prejudice to any other rights or remedies available to it, without notice terminate all or any part of any contract with the Customer or suspend or cancel deliveries there under
- If any of the goods are sold to a third party before title in them has passed to the Customer, the Customer will account to the Company for the proceeds of sale received up to the total amount outstanding in respect of the goods and pending such accounting will hold the same upon trust for the Company.
- In furtherance of (c) above the Customer gives to the Company irrevocable authority without notice to enter the premises of the customer for the purpose of collecting and removing the goods.
- Payment for the goods shall be made to the Company by the Customer in full within 30 days following the last day of the month of the date of invoice, unless otherwise agreed between the Company and the Buyer, and time shall be of the essence of this condition.
- The Company reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not.
- If the Customer fails to make payment by the due date then the Company shall be entitled to cancel the contract. The Company may also be entitled to postpone further deliveries in the event that there are reasonable doubts about the Customer’s ability or willingness to make payments in whole or in part by the due dates.
- The Customer shall not be entitled to the benefit of any set-off to which he might be otherwise entitled in law or equity. All sums payable under this contract will be payable without deduction and the Company shall be entitled in the event of non-payment to obtain and enforce judgement thereon without any stay of execution pending determination of any cross claims by the Customer
10. Force Majeure
The Company shall not be liable for any failure in the performance of the contract due to war, strike, lockout, or other trade dispute, fire, floods, explosions or shortage of raw materials or due to any other cause whatsoever beyond the control of the company.
11. The Law
The terms of the contract between the Company and the Customer shall be construed according to and subject to the English Law and the Customer agrees to submit to the jurisdiction of the English Courts.