Terms and Conditions of Sale
The following terms and conditions apply to sales of various chemical products (hereafter referred to as Product) by Solventis Ltd (hereafter referred to as the Seller) except to the extent that any specific condition is superseded by an applicable written contract executed between the Seller and the Buyer. Notwithstanding such eventuality all other terms and conditions of sale specified below will continue to apply.
- Health & Safety (a) The Buyer undertakes in respect of the Product to meet any duty or obligation imposed upon it under the Health & Safety at Work etc. Act 1974 and any Regulations made there under. (b) The Buyer's attention is drawn to the information relating to the Product contained in the Company's relevant Material Safety Data Sheet.
- Reception Facilities (a) The Buyer undertakes to accept responsibility for providing safe and sufficient facilities for the reception of the Product into storage and will indemnify the Seller against any damages, claims or costs arising out of a breach of this condition.
- Price (a) Unless the Buyer and the Seller have agreed another price for the Product on or before the date of despatch of any order, the Product will be charged at the price ruling on the date of delivery, irrespective of the date of order. Prices are subject to change without notice. (b) The price is exclusive of any applicable VAT or duty for which the Buyer is also liable.
- Payment (a) The Seller may require the Buyer to pay cash on or before delivery: otherwise payment is to be made not later than the twentieth day of the month following the month of delivery. (b) The Seller reserves the right (without prejudice to the Buyer's obligation to pay on the due date or any other rights of the Seller and in addition thereto) to charge interest on any overdue balance at 3% above the prevailing Base Rate of HSBC Bank PLC.
- Petroleum license and Bonded User Number The Buyer undertakes (a) That it has storage conforming to The Highly Flammable Liquids and Liquefied Petroleum Gases Regulations 1974 for any low-flash product delivered hereunder. (b) That if applicable it has a current bonded user number applicable to the Product under the Customs and Excise Tied Oil Regulations.
- Statutory Requirements (a) The Buyer warrants that it has complied with the requirements of all competent authorities relating to the storage of the Product and undertakes to observe the Buyer's obligations under any Act of Parliament or other Regulations of Government for the time being in force.
- Drums (a) Where deliveries of drum lots are made in the Seller's returnable steel drums, they will be charged separately at the Seller's prices for such drums ruling on the date of despatch. The Buyer undertakes to make such drums available for collection by the Seller. When such drums are received by the Seller in good condition, the Buyer will be credited at the prices charged when dispatched. All drums contain full measure when delivered by the Seller but owing to the volatile nature of the Product the Seller cannot hold itself responsible for any shortage after the drums leave the Seller's hands. (b) Where Product is delivered, by prior agreement, in returnable Intermediate Bulk Containers (IBCs) the IBCs must be made available for collection by the Seller within one month of their date of delivery to the Buyer, failing which the Seller shall charge a reasonable rent per day on the IBCs until returned.
- Measurement The Seller's measurements of quantity shall be accepted by the Buyer.
- Claims Claims will not be considered unless the Seller and its carriers are notified in writing (but not upon the Delivery Advice) as follows: (a) Total Loss or Non-Delivery: within 14 days of date shown on invoice. (b) Damage, Part Loss or Short Delivery: within 3 working days of receipt of the Product. The Seller's liability hereunder whatever claims and circumstances (including in particular consequential loss and liability for any supply of off-grade Product) is limited to the invoice value of the delivery concerned.
- Property and Risk (a) Delivery or the Product shall take place: (i) where the Seller undertakes delivery of the Product, when unloaded from the Seller’s vehicle, ship or other transport at the station, port or address specified by the Buyer. (ii) where the Buyer undertakes to collect the Product, when loaded onto the Buyer's vehicle or other transport at the collection address specified by the Seller. (b) The Product shall be at the Buyer’s risk from the time of delivery or, if earlier, when placed at the Buyer’s disposal. (c) (i) Notwithstanding delivery, and solely for the purposes of securing payment of all outstanding invoices due to the Seller by the Buyer in the event of the Buyer becoming insolvent, going into liquidation, having a winding-up order made against it, or having an Administrator or an Administrative Receiver appointed over its assets, income or any part thereof, the Product sold hereunder (so long as it remains identifiable as such goods) remains the absolute property of the Seller until payment of all amounts invoiced by the Seller to the Buyer and outstanding from time to time or until the Product is processed or resold by the Buyer, whichever is the earlier. (ii) Where the Buyer's storage facilities permit, the Buyer agrees to store the Product, until it has been paid for, in such a way that it is readily identifiable as the property of the Seller. (iii) In any of the circumstances specified as (a) above, the Seller shall be entitled immediately after giving notice of its intention to do so to enter upon the premises of the Buyer with such transport as may be necessary and repossess any Product or goods to which it has title hereunder. (iv) Nothing in this clause shall confer any right on the Buyer to return the Product sold hereunder or to refuse or delay payment therefore, unless otherwise agreed. All sales are in accordance with current Incoterms.
- Force Majeure (a) No liability shall result to either party from delay in performance or non-performance caused by circumstances beyond the control of the party affected. (b) If for any reason, supplies of the Product deliverable under this Agreement or of the feedstock from which such Product is directly or indirectly derived, from any of the Seller's then existing sources of supply are curtailed or cut off, the Seller shall have the option during such period of curtailment or cessation to apportion fairly among its customers including affiliated companies, and whether under contract or not, such product as may be received in the ordinary course of business or manufactured at the Seller's plant. (c) The Seller shall not be obliged to purchase or otherwise obtain alternative supplies of the Product deliverable under this Agreement, or the feedstock from which such Product directly or indirectly is derived, nor shall the Seller be obliged to settle labour disputes, run down inventories below normal levels, adapt or vary its manufacturing plan except at the Seller's sole discretion, or to take any steps other than in accordance with good business practice to make up inadequate supplies or to replace the supplies so curtailed or cut off. The Seller shall not be obliged to make up deliveries omitted or curtailed under this Agreement. Any such deficiencies in deliveries shall be cancelled with no liability to either party.
- Concessions Any relaxation or concession that may be granted by the Seller in regard to any of the terms and conditions of this Agreement shall not in any way affect or prejudice the Seller's strict rights hereunder. If there is any contradiction between the conditions of the Seller and of the Buyer, those of the Seller shall be accepted.
- Acceptance (a) No order by the Buyer shall result in a binding contract of sale unless and until expressly accepted by the Seller. (b) No oral statements by any person representing or purporting to represent the Seller shall amend or override any of these Conditions.
- Timing All indications of delivery dates or periods are estimates only unless the Seller has expressly agreed in writing to deliver by a specified date.
- Warranties The Seller warrants: (a) Products supplied by the Seller will at the time of delivery comply with specification. (b) As the Seller has no control over the storage of Product after delivery or over the method of application or use of Product, any condition or warranty in place by Statute or otherwise in relation to the quality, appearance, aroma and constitution of Product or their fitness for any purpose is save as set out in these Conditions or otherwise expressly agreed in writing with the Customer hereby excluded to the fullest extent permitted by law.
- Governing Law This agreement shall be construed and take effect in all respects in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.