Terms and Conditions
1.1 In these conditions: 'BUYER' means the person, firm or company entering into the Contract to purchase the Goods from the Seller 'CONDITIONS' means these standard terms and conditions of sale and any special terms agreed in writing- 'CONTRACT' means the contract for the purchase and sale of the Goods - 'GOODS' means the goods which the Seller is to supply hereunder - 'SELLER' means PRESTO INTERNATIONAL UK LIMITED.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is purported to be accepted, or any order is purported to be made by the Buyer. No order shall be accepted or deemed to be accepted unless and until confirmed in writing by the Seller. These conditions shall constitute the entire agreement in relation to the sale of the Goods. The Seller shall not be liable for any advice or representation given by the Seller or its employees or agents to the Buyer which is not confirmed in writing.
3. ORDERS AND SPECIFICATIONS
3.1 The quantity, description and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller), but the Seller reserves the right to make changes to the specification of its Goods, which do not materially affect their quality or performance.
3.2 The Buyer shall indemnify the Seller against all loss, damages, costs and expenses in connection with the infringement of any industrial or intellectual property rights resulting from the Seller's use of the Buyer's specification.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller's quoted price, or where no price has been quoted or a quoted price is no longer valid, the price listed in the Seller's then current price list. All prices quoted are valid for 30 days. All prices are on an ex works basis and exclusive of any applicable value added tax, which the Buyer shall additionally be liable to pay to the Seller.
4.2 The Seller reserves the right, by giving notice to the Buyer prior to delivery, to increase the price of the Goods to reflect any increase in cost to the Seller due to any factor beyond the Seller's control, any change to the Contract requested by the Buyer, or any delay caused by any instructions of the Buyer or the failure to give such instructions.
5. TERMS OF PAYMENT
5.1 The Seller shall be entitled to invoice the price of the Goods on or at any time after delivery. If the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery, the Seller may invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or has tendered delivery.
5.2 The Buyer shall pay the price of the Goods (without set-off or any other deduction) not later than the end of the month following the month of delivery. The Seller may recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer The time of payment of the price shall be of the essence of the Contract.
5.3 If the Buyer fails to make any payment on the due date then, the Seller may:
5.3.1 Suspend all or any further deliveries to the Buyer made under this or any other contract with the Buyer without prejudice to the Buyer's obligations to the Seller under this or any other contract, or to cancel this or any other contract with the Buyer and to claim damages from the Buyer; and
5.3.2 Appropriate any payment to such of the Goods (or goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit; and
5.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5% per annum above Barclays Bank Plc base rate from time to time accruing daily, until payment in full is made.
5.4 The Seller may without notice set off any sums owed to the Buyer in or towards the satisfaction of all and any liabilities of the Buyer to the Seller howsoever arising.
6.1 Delivery shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Delivery dates are approximate only and the time for delivery shall not be of the essence.
6.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract. Failure by the Seller to deliver any one or more of the installments or any claim in respect of any one or more of the installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, the Seller's liability shall be limited to the excess, if any, of the cost to the Buyer (in the cheapest available market) of similar goods over the price of the Goods.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer, in the case of Goods to be delivered at the Seller's premises, when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered elsewhere, at the time of delivery or, if the Buyer wrongfully fails to take delivery when the Seller tendered delivery.
7.2 Notwithstanding delivery and the passing of risk, the property in the Goods shall not pass until the Seller has received in cleared funds full payment of the price of the Goods and all other goods sold by the Seller to the Buyer under any other contract.
7.3 Until the property in the Goods passes to the Buyer:
7.3.1 The Buyer shall hold the Goods as the Seller's agent or bailee, and shall keep the Goods separate from all other goods and properly stored protected and insured and identified as the Seller's property. The Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall have a fiduciary duty to the Seller to account for the proceeds of sale or otherwise of the Goods.
7.3.2 The Seller may require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises where the
Goods are stored and repossess the Goods.
7.4 The Buyer shall not be entitled to charge by way of security any of the Goods which remain the property of the Seller. If the Buyer does so, all moneys owing by the Buyer to the Seller shall, forthwith become due and payable.
8. WARRANTIES AND LIABILITIES
8.1 The Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery provided that:
8.1.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.1.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions, misuse or alteration or repair of the Goods without the Seller's approval;
8.1.3 If the total price for the Goods has not been paid by the due date for payment, the Seller shall be under no liability, until the total price for the Goods has been;
8.2 Any claim by the Buyer under the warranty in Condition 8.1 shall, be notified to the Seller within 7 days from the date of delivery or, where the defect or failure to paid; correspond with specification was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not so notify, the Seller shall have no liability to the Buyer.
8.3 Following notification of any valid claim under the warranty in Condition 8.1, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) without further liability.
8.4 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.5 The Seller shall not be liable to the Buyer 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 Seller's obligations hereunder due to any cause beyond the Seller's reasonable control.
9. INSOLVENCY OF BUYER
If the Buyer becomes insolvent or ceases or threatens to cease to carry on business or the Seller reasonably apprehends that any of these events is about to occur, the Seller shall be entitled to cancel the Contract and any other contracts with the Buyer or suspend any further deliveries under the Contract and any other contracts with the Buyer without any liability. If the Goods or any other goods have been delivered, but not paid for, the price shall become immediately due and payable.
10. EXPORT TERMS
10.1 Where the Goods are supplied for export, this clause 10 shall apply notwithstanding any other provisions. 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.
10.2 The Buyer shall be responsible for complying with laws governing the importation of the Goods the payment of duties.
10.3 The Goods shall be delivered FOB the air or sea port of shipment. The Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
10.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller's premises before shipment and the Seller shall have no liability for any defect which would be apparent on inspection.
11.1 Neither party shall be entitled to assign the whole or any part of this Contract without the prior written consent of the other.
11.2 Any notice required or permitted to be given hereunder shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may have been notified. A notice shall be deemed to have been received, in the case of a facsimile, upon transmission and, in the case of a letter, forty eight hours after posting.
11.3 If any provision of these Conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.
11.4 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.