Sales Terms and conditions
In these Conditions “the Seller” means NOVASTAR LINK LIMITED (registered in England and Wales with company number [NUMBER], “the Buyer” means any company, firm or individual who purchases the Goods from the Seller, , “the Goods” mean the products, materials to be supplied by the Seller as set out in the Order, “the Contract” means the contract between the Buyer and the Seller for the sale and purchase of Goods in accordance with these Conditions,
“the Conditions” means the terms and conditions set out in this document,
“the Order” means the Buyer’s order for the Goods as set out in [the Buyer’s order form]
“Force Majeure Event”: has the meaning given in clause 14,
“Specifications” means any specifications for the Goods, including any related plans, drawings, that is agreed in writing by Buyer and the Seller.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
2. BASIS OF THE CONTRACT
(a)This Contract is subject to these Conditions which override any other terms that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
(b)The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
(c)The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order at which point the Contract shall come into existence.
(d)The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Buyer which is not set out in the Contract.
(e)A quotation for the Goods given by the Seller shall not constitute an offer. The Seller will only consider acceptance of an order placed against quotations for the Goods if received within the period stated in the quotation or within 30 business days of the date of the quotation if no other period is stated.
Each delivery or part delivery under this Contract is to be considered a separate contract, and failure on the part of the Seller to make any delivery or part delivery shall not affect or vitiate this Contract as to other deliveries.
4. PAYMENT AND PRICE
(a) The Buyer shall pay the invoice in full and cleared funds by the date specified on the Seller’s invoice and in the currency specified in the invoice. Failure to make any payment due to the Seller under the Contract by the due date for payment shall entitle the Seller, without prejudice to its other rights and remedies, to withhold or cancel subsequent deliveries, and to charge the Buyer interest on overdue amount at the rate of 0.8% per month and to recover from the Buyer any and all costs incurred in connection with the recovery of overdue sums. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest with the overdue amount.
(b) The Seller reserves the right at any time before proceeding or proceeding further with an Order to receive a payment of all monies due under any other Contract..
(c) The price of the Goods shall be the price set out in the Order.
(d) Unless otherwise expressly stated to be firm for a period the Seller’s prices are subject to variation without notice to take account of, without limitation, variations in wages, materials and other costs.
(e) The price of the Goods is exclusive of value added tax (“VAT”) and any other duty or tax applicable, which will be charged at the appropriate rate and be paid for by the Buyer. Where before delivery, or the date of the invoice whichever is the earlier, the Goods become subject to any additional duty, VAT or any other tax or surcharge (“Taxes”) in excess of the sum specified for such liabilities in the Seller’s quotation or invoice, the Buyer will be charged and shall pay such extra Taxes.
(f) Unless otherwise agreed in writing by the Seller, the price of the Goods will be exclusive of the costs and charges of transport,, packaging and insurance, which shall be invoiced to the Buyer..
(g) The Seller shall be entitled to bring an action for the price or part thereof whether or not the property in the goods has passed.
(h) In the event that the Buyer wishes to change the delivery date(s), quantities or types of Goods orders or the Specifications after the issue by the Seller of its written acceptance of the Order such variation shall be effective only if accepted by the Seller in writing provided always that the Seller shall not be liable for any imperfect work caused by any inaccuracies in any drawings or Specification supplied by the Buyer.
(i) Time for payment shall be of the essence of the Contract.
5. CONDITIONS AND WARRANTIES
(a) Seller warrants that the goods shall comply with the specification agreed between the parties and signed by the Buyer as acceptance thereof. Seller warrants, that where United Kingdom Ministry of Agriculture Approval is the responsibility of the Seller that these goods shall comply with that Approval. In this event only the requirement for a specification agreed between the parties and a certificate of analysis dispatched with the goods shall be waived. Conformity to such specification shall be confirmed in the certificate of analysis which shall be dispatched with the goods. All other express or implied conditions or warranties, statutory or otherwise, by Seller as to the quality or storing, applying or using the goods are given without liability to the full extent permitted by law.
(b) The application use and processing of the goods is the absolute responsibility of the Buyer. Any technical and other advise information and data provided by the Seller, whether verbally, in writing or by way of tests or trials, is given without warranty, to the full extent permitted by law.
6. DEFECTIVE GOODS
(a) In substitution for all rights which the Buyer would or might have but for these conditions the Seller undertakes in the case of goods manufactured by the Seller that if within 3 months of delivery of any item of the goods a defect in materials or workmanship appears therein being a defect which would not be obvious on reasonable inspection thereof (whether such an inspection was carried out or not) it will, as it’s own discretion, either credit to the Buyer the full price paid by the Buyer to the Seller for such item or repair it or supply a replacement thereof free of charge at the place of delivery specified by the Buyer for the original goods provided that in any case the original goods have been accepted and paid for.
(b) In the case of goods not manufactured by the Seller, the Seller will pass on to the Buyer to the extent that it is able the benefits obtainable under any warranty given by the seller provided that the goods have been accepted and paid for.
(c) In order to exercise its rights under the condition the Buyer shall inform the Seller within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Sellers written request return the defective goods carriage paid to the Seller’s premises.
(d) Nothing herein shall impose any liability upon the Seller in respect of any defect in the goods arising out of acts, omissions, negligence or default of the Buyer, its employees or agents including in particular (but without prejudice to the generality of the foregoing) any failure by the Buyer to comply with any recommendations of the Seller as to storage and handling of the goods.
(e) Nothing herein shall have the effect of excluding or restricting the liability of the Seller for death or personal injury resulting from its negligence insofar as the same is prohibited by United Kingdom statute.
7. CONSEQUENTIAL LOSS
(a) The Seller shall not be liable for any consequential loss suffered by the Buyer, and in particular the Seller shall not be liable for any costs, claims or damages or expenses arising out of any tortious act or mission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or by reference to accrual of such costs, claims, or damages or expenses on a time basis.
(b) Without prejudice to the foregoing, in the event that the Seller is held liable for any loss, expenditure or damage incurred by the Buyer (or any third party), whether directly or indirectly, such liability shall be limited to the aggregate of the sums received by the Seller from the Buyer hereunder
8. ADDITIONAL COSTS
The Buyer shall indemnify the Seller in respect of any loss, cost or expense incurred by the Seller as a result, directly or indirectly, of the Buyer’s instructions or lack of instruction or through any failure or delay whatsoever in taking delivery or through any other act, neglect or default on the part of the Buyer, its employees or agents.
9. INTELLECTUAL PROPERTY RIGHTS
The Buyer shall indemnify the Seller, against all costs, claims, losses and damages incurred by it or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trade marks, copyright,design rights, registered designs or other intellectual property right occasioned by the importation, manufacture or sale of the goods made to the specification or special requirements of the Buyer.
(a) All times or dates for delivery are given in good faith but are approximate only, and shall not be of the essence of the contract.
(b) Unless otherwise stated the Seller shall be entitled to make partial deliveries of the Goods.
(c) The Seller shall not be liable in any way whatsoever for the consequences of any delay in delivery of the Goods and in particular for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any instructions that are relevant to the supply of goods.
(d) The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).
(e)If the Seller does not receive sufficient delivery instructions to dispatch the Goods OR if the Buyer fails to accept delivery within 14 days after notification that the Goods are ready.
(i) the delivery shall be deemed to have been completed at 9.00 on the 14th day after the day on which the Seller notified the Buyer that the Goods were ready and
(ii) the Seller may (without prejudice to any of its other rights) dispose of the Goods ordered at the best price reasonably available and recover from the Buyer any shortfall between the contract price and price actually obtained, or may arrange for storage of the goods at the premises of the Seller or elsewhere as the Seller may so determine at the cost of the Buyer.
(f) The Buyer shall be responsible for unloading and accepting delivery and for the safe custody of the Goods.
(g) Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
(h) The Buyer shall notify the Seller and carrier in writing within five working days of the date of invoice or advice of dispatch (whichever is the earlier) in the event of non-delivery of the whole or any separate part of the consignment.
(i) Unless the Buyer notify the Seller in writing giving details of any shortage or defect of the goods within seven days of delivery, and the Seller receives such written notification within such time period, all claims shall be irrevocably waived and all goods delivered shall be deemed accepted by the Buyer on the terms hereof.
(j) Goods delivered which are defective (being a defect which would be obvious upon a reasonable inspection of the goods) must be signed for as such and retained at the Buyer’s risk and expense for the Seller’s inspection. Such inspection will be carried out by the Seller within 14 days of receipt by the Seller of the delivery note duly signed.
(k) Where at the Buyer’s request the Seller undertakes urgent delivery the Seller reserves the right to make an exceptional charge for carriage or such delivery irrespective of the value of the order in question.
(l) Where the Buyer undertakes to collect the goods the Seller shall not in any circumstances be liable for any damage whatever cause which arise while the Goods are in transit. The Seller’s liability hereunder in respect of any shortage, loss or damage to the goods shall be limited to repair or replacement free of charge or refund of the proportion of the price attributable to the goods undelivered lost or damaged, at the option of the Seller
11. TITLE AND RISK
11.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
11.2 Title to the Goods shall not pass to the Buyer until
(a) the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer
11.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) store the Goods separately from all other goods held by the so that they remain readily identifiable as the Seller’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Seller immediately if it becomes subject to any of the events listed in clause 15.2; and
(e) give the Seller such information relating to the Goods as the Seller may require from time to time.
11.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 15.2, then,without limiting any other right or remedy the Seller may have:
(a) the Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Seller may at any time:
(i) require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
12. RETURN OF PACKAGING MATERIALS AND PALLETS
12.1 The manner of packaging shall be at the discretion of the Seller unless otherwise specified by the Buyer to meet local legislative requirements. In all cases UK legislative requirements shall prevail. No liability shall be accepted for failure to pack to any particular standard or against any particular risk unless the requirement for such packaging is specially brought to the attention of the Seller, accepted by it in writing and paid for by the Buyer.
12.2 Unless otherwise specified packaging materials and/or pallets are non-returnable by the Buyer to the Seller. If the Seller requires the Buyer to return any packaging materials and/or pallets to the Seller, that fact will be clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials and/or pallets shall be at the Seller’s expense.
13.3 No Goods will be accepted for return without the Seller’s written authorisation. Credit will be considered provided Goods are in a saleable condition as determined by the Seller. The Seller reserves the right to test or inspect any Goods before accepting return and the Buyer shall ensure that such tests may be carried out for 30 days after any claim for return. Carriage on return is the responsibility of the Buyer unless agreed in writing by the Seller.
13. CANCELLATION BY THE BUYER
The Buyer may cancel or suspend the contract only with the Seller’s prior written consent following agreement by the Buyer to reimburse the Seller in an amount to be determined by the Seller having regard to all work carried out and material acquired up to the time it may be reasonable and practicable to cease manufacture, loss of profit, and costs arising as a result of cancellation.
14. TERMINATION AND SUSPENSION
14.1 If the Buyer becomes subject to any of the events listed in clause 15.2, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer.
14.2 For the purposes of clause 14.1, the relevant events are:
(a) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
(e) (being a company) the holder of a qualifying floating charge over the Buyer’s assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Buyer’s assets or a receiver is appointed over the Buyer’s assets;
(g) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(a) to clause 14.2(f) (inclusive);
(j) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
14.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 14.2(a) to clause 14.2(l), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
14.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.
14.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
14.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15. FORCE MAJEURE
(a) The Seller shall not be liable for any failure or delay in performing its obligations under the Contract arising from circumstances outside the Seller’s reasonable control including but not limited strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers or subcontractors. Seller (“Force Majeure Event”).
(b) If the Seller is prevented from performing its obligations under the Contract in the above circumstances it shall notify the Buyer of the fact in writing within ten days of the delivery date.
(c) If the circumstances preventing the performance of its obligations under the Contract are still continuing three months from the date that the Seller gives notice under clause 15b, either party may give fourteen days notice cancelling the contract.
(d) If this contract is cancelled by reason of “Force Majeure” the Buyer shall be entitled to the return of any monies paid to the seller on account (subject to the deductions that the Seller may be entitled to make). The Buyer shall be liable to pay the Seller all costs which the Seller has incurred to date in connection with the contract. The Seller shall not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver.
16. BUYERS UNDERTAKING
The Buyer undertakes to use handle and store the goods in accordance with the Seller’s recommendations for use and all relevant statutory provisions and will notify any person to whom he passes the goods for the need to comply with such recommendations for use and will at all times indemnify the Seller in respect of all loss or damage suffered by any person firm company or property and against all claims demands costs charge or expenses in connection therewith for which the Seller may become liable in respect of the goods without prejudice to the foregoing in the event of the Seller incurring any liability, the provisions of clause 7b shall apply.
17. HEALTH AND SAFETY
The Seller hereby gives notice to the Buyer that the Seller has available information and literature concerning the conditions necessary to ensure that the goods supplied hereunder will be safe and without risk to health when properly used. If the Buyer is not already in possession of such literature or requires any information or advice in connection with the safe use of the goods at work the Buyer should immediately contact the Seller.
18.1 Assignment and other dealings
(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier of fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 19.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by the Seller to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.
18.7 Governing law
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
For more information on our Standard Conditions of Sale:
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