Standard terms and conditions for the sale or purchase of goods provide a framework for individual sale and purchase transactions. This long 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.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
The Buyer must only use the Products for a Legitimate Purpose. The Buyer must upon request, confirm in writing (and provide evidence to the satisfaction of the Seller) that the Buyer is using the Products only for a Legitimate Purpose
The Buyer must not make any claims regarding the Products other than those described in approved Product literature, posted on the Seller's website, or approved in advance in writing by the Seller. On request, the Buyer must provide the Seller with a sample of any flyer, newsletter, catalogue or promotional material used by the Buyer that makes any reference to the Products.
The Buyer has the responsibility to conduct any research necessary to learn the hazards involved for any of the Buyer’s uses of Products. In addition, the Buyer is responsible for warning any party (including customers, employees and auxiliary personnel such as freight handlers etc) of any risks involved in using or handling the Products. The Buyer agrees to comply with instructions for use of Products furnished by us, if any, and not to misuse the Products.
The Buyer agrees to ensure that the importation (if applicable), purchase and use of the products by the Buyer complies with all applicable laws, including any laws relating to the procurement, use and possession of the materials.
Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Products on or at any time after delivery of the Products. If the Products are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Products, the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Products are ready for collection or (as the case may be) the Seller has tendered delivery of the Products.
Risk of damage to or loss of the Products shall pass to the Buyer:
(a) in the case of Products to be delivered at the Seller's premises, at the time when the Products are handed to the Buyer or its carrier; or
(b) in the case of Products to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when the Seller has tendered delivery of the Products.
Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, the property in and legal title to the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of all amounts then due and owing from the Buyer to the Seller in respect of the Products under the Agreement.
Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller but, if the Buyer does so, all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
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