Standard terms and conditions for the sale or purchase of goods provide a framework for individual sale and purchase transactions. This short form is drafted in favour of the Seller and the parties are deemed to have accepted them by transacting without signing.
These Conditions shall be incorporated into each Contract and shall govern each Contract to the exclusion of any other terms and conditions subject to which any written quotation of the Seller is accepted or purported to be accepted, or any written order is made or purported to be made, by the Buyer. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's authorised representative.
Quotations, whether written or oral, submitted by the Seller shall be deemed to be an invitation to treat and not an offer. The Seller's employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Products which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
Any advice, recommendation, information, assistance or service provided by the Seller in relation to the Products or their use or application is provided in good faith and is believed by to be appropriate and reliable in the circumstances and context in which it was given. However, any advice, recommendation, information, assistance or service provided by the Seller in relation to any Products is provided without incurring any liability or responsibility on the part of the Seller and the Buyer assumes sole responsibility for results obtained upon reliance of thereon.
The quantity, quality and description of and any specification for the Products shall be those set out in the Seller's quotation / invoice (unless otherwise confirmed in Writing by the Seller's authorised representative). The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Products within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
All right, title and interest in any intellectual property rights in connection with the Products (and all associated materials, images and information) is vested in the Seller. The Buyer must not directly or indirectly do anything to interfere or challenge these rights, and must give all reasonable assistance in defending any intellectual property infringement or threatened infringement.
If the Products are to be manufactured or any process is to be applied to the Products by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with (or paid or agreed to be paid by the Seller in settlement of) any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
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