Whitby Tanks Limited
CONDITIONS OF SALE
1.1 Seller means Whitby Tanks Ltd.
1.2 Goods means all or, where the context so admits, any part of the equipment supplied by Seller
1.3 Buyer means the persons who buys or agree to buy the Goods from the Seller
1.4 Conditions means the terms and conditions of sales set out in this document
1.5 Contract means any contract between Seller and Buyer for the sale and purchase of Goods
2.1 The Conditions shall apply to every contract for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation at order or similar document. Any variation of these Conditions (including and special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by the Seller.
2.2 Any illegality or invalidity of any of these Conditions or any part of any Condition shall not affect the legality, validity or enforceability of the reminder of these conditions or other part of such Conditions as the case may be.
2.3 No contract shall be created unless Seller has accepted in writing an order request placed by the Buyer, irrespective of how such order request is expressed.
3. DESCRIPTION AND SPECIFICATION
3.1 All specifications, descriptions, drawing blueprints, measurements or other information provided by or on behalf of Seller in relation to the Goods are given solely for the purpose of identifying the Goods, shall not form part of a Contract and are not to be relied upon by the Buyer. The Goods are sold “as is” with all faults and defects.
3.2 Seller strongly recommends Buyer on site inspection of the Goods prior to any Contract. Buyer relies on his own inspection.
4. PRICES AND TERMS OF PAYMENT
4.1 All prices or charges are exclusive of VAT.
4.2 All prices are unpacked and ex works.
4.3 The purchase price plus VAT shall be payable in full prior to delivery (unless other wise agreed in writing by the Seller)
4.4 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above.
Bank plc’s base rate from time to time in force and shall accrue at such rate after as well as before judgement.
5. DELIVERY OF THE GOODS
5.1 Goods will be delivered ex- works (unless agreed in writing by the Seller)
5.2 All delivery dates are approximate and in no circumstances will they form part of a Contract. No liability will be accepted for any expense, loss or damage, whether direct or consequential, occasioned by delay in delivery or performance how so ever caused.
6. TITLE AND RISK
6.1 Risk in Goods shall pass to Buyer on payment.
6.2 In spite of delivery having been made, the title of the Goods shall not pass to the buyer until payment of the price and vat has been paid in full.
6.3 Until title of the Goods passes to the Buyer, in accordance with 6.2 the Buyer shall store the Goods on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in the possession and marked in such a way that is clearly identified as the Sellers property.
6.4 Until such time as title of the Goods passes from the Seller to the Buyer, the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and response the Goods.
7. WARRANTIES AND LIABILITIES
7.1 All Goods are sold ‘as is’ with all faults and defects. The Buyer shall inspect the Goods before making a Contract and, when making a Contract, Buyer relies solely on his own inspection. Buyer will undertake to take all then necessary measures to make the Goods safe and fit for their intended purpose.
7.2 All warranties, conditions, statements or terms of whatever nature relating to statues for purpose, merchantability or condition of the Goods and whether implied by statues or common law or other wise are excluded.
7.3 Without prejudice to other provisions of these Conditions Seller will accept liability for damages sustained by Buyer as a direct result of any breach of Contract in respect to the supply of Goods, provided that such liability shall be limited to payment of damages not exceeding the invoiced value of Goods in relation to which damage was sustained.
7.4 Seller shall not be liable for the following loss of damage how ever caused (even if foreseeable or in the Sellers contemplation)
a). loss of profit, business, or revenue whether sustained by Buyer or any other person.
b). special, indirect or consequential loss or damage, whether sustained by Buyer or any other person.
c). any loss arising from any claim made against Buyer by any other person.
7.5 Buyer shall Indemnify Seller against all claims, actions, costs, expenses (including court costs and legal fees) or other liabilities whatsoever in respect of:
a). any liability arising under the Consumer Protection Act 1987 or any similar legislation relating to defective goods under foreign laws unless such liability is cause by negligence act or omission of Seller in the supply of Goods and
b) any negligence or wilful act or omission of Buyer in relation to the receipt, use sale or supply Goods.
a). for any reason fails to pay any sum from time to time due under a Contract, or
b). is subject of a petition for a bankruptcy order or of an application for an interim order under Part V111 of the Insolvency Act 1986, and / or
c). compounds with its creditors or has a receiver or manager appointed in respect of all or any parts of its assets or is the subject of an application for an administration order or of any proposal for voluntary arrangement under Part 1 of the Insolvency Act 1986 or enters into liquidation whether compulsory or voluntary otherwise than for the purpose amalgamation or reconstruction and in such a manner that the company resulting from such, amalgamation or reconstruction shall (if a different legal identity ) effective agree to be bound by and assume the obligations on the part of the Buyer under the Contract or undergoes any analogous act or proceedings under foreign law.
Seller shall thereupon be entitled without prejudice to its rights immediately
and at any time thereafter to terminate forthwith any Contract or unfulfilled part thereof.
9. FORCE MAJEURE
Seller shall be entitled, without liability on its part and without prejudice to his rights to terminate a Contract or any unfulfilled part thereof or, at its options
to suspend or make partial delivery, if the supply of Goods by Seller is prevented, hindered or delayed whether directly or indirectly by reason of any cause whatsoever beyond Seller’s reasonable control, whether such cause existed on the date when the Contract was made or not.
10. HEALTH AND SAFETY AT WORK
By giving an order and thus accepting these Conditions of Sale, it is agreed that such an acceptance constitution the written undertaking within the terms of Section 6 (B) of the Health and Safety at Work Act 1974 that the buyer will ensure by proper examination, test, installation, fencing, maintenance and training of workers that the goods are safe and without risk to health when properly used.
11. GOVERNING LAW AND JURISDICTION
The contraction, validity and performance of a Contract shall be governed in all respects by the law of England, to the non-jurisdiction of whose court the parties hereby submit.