TERINEX LTD – CONDITIONS OF SALE

 

CONTRACT

All orders are subject to these Conditions in which Terinex Ltd is referred to as the seller and its customer as the buyer

All orders received from a Buyer will be accepted and confirmed by way of order confirmation from Seller. Order Confirmation will be sent to the Buyer by email. The contract between buyer and Seller will comprise of the Order Confirmation and Terinex Ltd – Conditions of Sale.

The order confirmation and Conditions of Sale will be considered accepted in full by the Buyer unless the Buyer rejects the Order Confirmation by way of email or phone call to the Seller, no more than 24hours after the Order Confirmation is sent.

QUOTATIONS

All quotations are subject to withdrawal or amendment by the seller at any time prior to actual receipt by the seller in writing of an order referred to therein. Such quotations are not binding until the seller has accepted an order. The seller reserves the right to revise quoted prices and charges in the event of any changes in the seller’s costs and/or prevailing conditions between the date of quotation and the date of despatch.

PRICES

All orders for immediate delivery are accepted at the prices ruling at the date of receipt of a written order from the buyer.

Where delivery is to take place at a later date the seller reserves the right to alter the price on giving to the buyer notice of any such increase.

VARIATIONS

The seller reserves the right to modify without notice the designs and specifications for and the materials used in its products and also to withdraw any product without notice.

ARTWORK

Sketches Artwork and Designs remain the property of the seller. Sketches Artwork and Designs specifically produced for a buyer remain the property of the seller unless and until paid for by the buyer. The seller reserves the right to charge for such Sketches Artwork and Designs as is necessarily produced at the buyer’s request.

SPECIFICATIONS, DESCRIPTIONS AND DRAWINGS

All specifications, descriptions and drawings of goods are approximate only being intended to serve merely as a guide and accordingly the seller shall not be liable for their accuracy.

CLAIMS

Claims for non-delivery must be made in writing within 10 days of invoice date and any shortage or damage must be noted when signing the carrier’s consignment note and reported in writing direct to the seller within 3 days of receipt of goods.

TRACEABILITY

Terinex maintains full traceability of all products supplied so that in the event of any quality, safety or legal issues Terinex are able to identify which products are affected and would notify customers of any such issues, and work with them to rectify the situation.

LIABILITY

(a) Whilst the seller will use all reasonable endeavours to keep to any stated despatch or delivery date, it accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused.

(b) If any goods are defective for any reason (including negligence) the seller shall on written notice from the buyer endeavour where possible to rectify such defect or defects at its own expense but the seller shall not be deemed liable therefore merely because the seller has endeavoured to rectify such defect or defects.

(c) Subject to (a) and (b) above the seller excludes all oral and written conditions and warranties express or implied, statutory or otherwise so far as permitted by statute.

d) The Buyer agrees to sign a “Proof of Delivery” at the time and place of delivery by the Seller to the Buyer. The Buyer agrees to identify any visible damage, defects or shortages on the “Proof of Delivery” document. If the Buyer does not identify visible damages, defects or shortages on the “Proof of Delivery” document, the Buyer waivers any right to make a claim to the Seller for visible damage, defects or shortages at a later date.

FORCE MAJEURE

Whilst the seller will make every effort to carry out each contract, it is subject to cancellation by the seller or to such variation as the seller may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lock-out, Labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing classes or not) beyond the seller’s control.

PAYMENT

(a) Unless otherwise agreed, payment terms are 30 Days from Date of Invoice, any variation  must be by prior agreement in writing by the seller.

(b) Payment of accounts subject to a specially agreed prompt payment discount must be made within the agreed terms and such discount cannot be allowed where the credit term is exceeded. An account is subject to a prompt payment discount only if it is so marked by the seller on the invoice.

(c) The seller reserves the right to charge interest on overdue accounts at the rate of 1.5% per month (18% per annum).

OWNERSHIP

The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer.  However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid.  Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

CANCELLATION

If the buyer shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with its creditors, or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a court shall make an order to that effect or, if being an unincorporated company, shall have a receiving order made against it or if there shall be any breach by the buyer of any of the terms or conditions thereof, the seller may defer or cancel any further deliveries and treat the contract as determined but without prejudice to its right to the unpaid purchase price of goods delivered and to damages for any loss suffered in consequence thereof and to any interest outstanding.

QUANTITIES

Whenever goods are manufactured to a buyer’s specification, the seller reserves the right to a 10% variance of the quantity ordered. The seller will adjust the final invoice price in accordance with this variation.

APPLICATION

By ordering any goods from the seller, the buyer will be deemed to have accepted that these conditions take precedence over any other conditions contained on or in any letter, acceptance form, receipt or the like received by the seller in connection with the goods so ordered and that any such other conditions will not form part of the contract between the seller and the buyer for the sale of such goods.

INTERPRETATION

The construction, validity and performance of any contract shall be governed by the Laws of England and the seller and the buyer submit themselves to the exclusive jurisdiction of the English Courts of Law.