1. ACCEPTANCE OF ORDER AND EXPIRY DATE. Orders are accepted only upon and subject to the Sellers Conditions of Sale as printed herein. Unless expressly accepted in writing any qualification of these conditions by the Buyer in any written or printed document or otherwise shall be inapplicable. Unless previously withdrawn Sellers quotation expires twenty one days after the date thereof. No binding contract shall be created by the acceptance on the part of the Buyer of a quotation or offer made by the Seller until notice of the acceptance of the order in writing shall have been given by the Seller.
2 DELIVERY. Any date named by the Seller for despatch or delivery is given and intended as an estimate only and is not to be of the essence of the contract. The Buyer shall nevertheless be bound to accept the goods ordered when available. The Seller shall not be liable in any way in respect of late despatch or delivery, however caused nor shall such failure to despatch be deemed to be a breach of contract. Where drawings specifications instructions and materials are to be supplied the Buyer shall supply the same in reasonable time to enable the Seller to despatch within the period named. Unless otherwise stated goods shall be sent carriage paid by road or rail transport at goods rate.
3. PRICES. Orders are accepted only on condition that goods will be invoiced at the prices ruling at the date of despatch. The Seller reserves the right to alter prices without notice to cover variations in the cost of raw materials labour etc. or through the Buyers change of design or for any other reason. If variation in price occurs during the currency of an order the price of the undespatched portion of the order outstanding at the date of such variation shall be adjusted accordingly.
4. TERMS OF BUSINESS. Unless otherwise stated prices are net and accounts are due for payment not later than 30 days after the day of invoice. The Seller reserves the right to charge interest at the Midland Bank PLC Base Lending Rate from time to time in force plus 1% on all overdue accounts. Unless otherwise stated all packing cases drums and containers will be charged for in full if not returned within three calendar months from the date of invoice in serviceable condition carriage paid to our works address. Non-returnable packing will be charged for.
5. WARRANTIES. Whilst the Seller will endeavour to execute orders in accordance therewith all conditions guarantees or warranties including guarantees or warranties as to quality or description of the goods or their life or their use under any conditions whether known or made known to the Seller or not and whether expressed or implied by statute or common law are hereby excluded. Whilst the utmost care is taken to ensure the accuracy of the information and data furnished to customers the sale of goods produced by the Seller is subject to the condition that the Seller will not in any circumstances be liable for injuries losses expenses or damage direct indirect or consequential sustained by the Buyer which may in any degree be attributable to the adoption either by the Buyer or by any third party of technical information data or advice given by or on behalf of the Seller in relation to the use of its goods.
6. FORCE MAJEURE. Should delivery of any of the goods sold be prevented or delayed by happenings or occurrences due to "force majored" or by reason of mobilisation hostilities acts of Queens enemies or war (whether declared or not) Government action department instructions or Act of God riot combination of workmen lock-outs strikes or disturbances wherever taking place want of raw materials or fuel in consequence of non-delivery or any other causes want of railway trucks accidents to shipping or railway lines failure of steamers to sail at advertised time reduction or stoppage of output at the works where the goods are being manufactured through fire flood heat frost holidays breakdowns of or accidents to machinery or any other causes or any circumstances whatever beyond the Sellers control the Seller reserves the right to cancel or suspend deliveries. In any event the Seller shall not be liable in any way for loss or damage arising directly or indirectly through or in consequence of such events or happenings.
7. SHORTAGES DAMAGES AND/OR LOSS IN TRANSIT. No claim for non-delivery or part of a consignment or for damage in transit corrosion shortage of delivery deviation delay or detention will be entertained unless a separate notice in writing is given to the carrier concerned and to the Seller within three days and a complete claim in writing is made to the Seller within five days of receipt of the goods. In the case of non-delivery of a whole consignment notice in writing must be given to the carrier concerned and to the Seller within ten days and a complete claim in writing made within a further ten days of the date of despatch. Where goods are accepted without being checked the delivery book of the carrier concerned must be signed "not examined". The goods in respect of which any such claim is made shall be preserved intact as delivered for a period of fourteen days from notification of the claim within which time the Seller and the carrier shall have the right to attend at the Buyers works to investigate the complaint. Any breach of this condition shall disentitle the Buyer to any allowance in respect of the claim.
8. TESTS AND INSPECTION. Unless otherwise agreed all testing and inspection specified by the Buyer or implied by the order or customary to the Sellers practice shall be at the Sellers works and shall be final.
9. DEFECTIVE GOODS. Goods represented and proved by the Buyer to be defective or not to conform to contract and returned to and accepted by the Seller as such will be replaced as originally ordered if required and practicable or will be credited but shall not form the subject of any claim for work done by the Buyer transport costs consequential damages or expenses loss of profit on or any claim arising through resale or any other loss damage or expense whatsoever or howsoever incurred. Buyer shall examine and test goods within ten days of receipt and before goods are used Buyer shall immediately notify the Seller in writing of any goods found to be defective. No claim in respect of defective goods will be valid unless notified as a foresaid and the alleged defective goods returned within thirty days of the date of despatch of the goods nor will such claim be accepted as a reason for the cancellation of the remainder of the order.
10 RESERVATION OF TITLE. The risk in the goods shall pass to the Buyer upon delivery but ownership thereof shall remain in the Seller until payment in full has been made (each order being considered as a whole) or the Buyer resells the goods as provided herein. Before payment full is made the Buyer shall have power to resell the goods (as principal towards sub-purchaser but as agent as between Buyer and Seller) and the Seller shall be beneficially entitled to and the Buyer shall be under fiduciary duty to account to the Seller for the proceeds of resale and any claim thereto. If the Buyer not having made payment in full for the goods mixes them with other goods or uses them in the manufacture of other products the ownership of the other goods or products shall thereupon vest in the Seller as security for such payment and accordingly the provisions set out in the immediately preceding sentence shall as far as appropriate apply to such other goods or products. Until such payment in full the Buyer shall clearly identify the goods or the said other goods or products as being the property of the Seller. The Seller shall be entitled forthwith to recover and resell any or all of such goods or products to which the Seller has title hereunder and to enter upon the premises of the Buyer with such transport as may be necessary for that purpose if the Buyer commits any default hereunder which expression shall without prejudice to the generality thereof include failure to pay the Seller on the due date the appointment of a receiver of the Buyers business or the presentation of a petition to wind up the Buyer. Nothing herein shall entitle the Buyer to return the goods or to refuse or delay payment for them.
11 .TRADE MARKS AND PATENTS. The Sellers are the owners of various trade marks for their products. Buyers manufacturing other materials from any such products and wishing to refer (whether on the materials or not) to the Sellers trade mark therefore may do so only with the written permission of the Sellers. The Buyers will indemnify the Sellers against all damages penalties costs and expenses to which the Sellers may become liable as a result of work done in accordance with the Buyers specifications which involves the infringement of any letters Patent or registered designs or copyright. Seller shall not be liable for Buyers infringement of any letters patent or registered designs as a result of Buyers use of Sellers goods. Statements concerning the use of Sellers goods are not recommendations to use the goods in any infringement of any letters patent or registered designs or copyrights by the Buyer.
12 BUYERS BANKRUPTCY. If the Buyer shall make default in or commit any breach of any of his obligations to the Seller or if any distress or execution shall be levied upon the Buyer or if the Buyer shall offer to make any arrangement with Creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against him or if the Buyer is a limited company any resolution or petition to wind up such Company's business (other than for the purposes of any amalgamation or reconstruction which becomes effective) shall be passed or presented the Seller shall have the right forthwith to determine by written notice posted to the Buyer any contract then subsisting without prejudice to any claim or right the Seller might otherwise make or exercise.
13 DEFAULTS IN PAYMENT. Should default be made by the Buyer in payment any sum due under any contract as and when it becomes due or should the Buyer be in breach in any respect of the contract entered into the Sellers shall have the right with or without notice in the discretion of the Seller either to suspend all further deliveries until the default be made good or to determine any contract then subsisting so far as any further goods remain to be delivered without prejudice to any claim or right the Seller might otherwise make or exercise.
14 ARBITRATION AND LEX LOCI. The construction validity and performance of this contract shall be governed by the law of The Netherlands any questions disputes or differences which may arise under out of or in connection with or in relation to this order or contract or touching the meaning and construction of the same shall be referred to the arbitration of a person to be appointed failing agreement of the parties by the President for the time being of the Law Society of The Netherlands and the decision of such arbitrator shall be binding on both parties and shall be a submission to arbitration within the meaning of the Arbitration new version or any re-enactment or statutory modification thereof for the time being in force.
Registered KvK Enschede Headoffice. Zevenblad 86 7623 CJ Borne NL.