TERMS
AND CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES
of
Purity Water Ltd
1 DEFINITIONS
In these
Conditions the following words mean:
1.1
"Buyer" means the individual
firm, company or other party from whom an Order to supply Goods and/or provide
Services is received by the “Supplier”,
1.2
"Conditions" means the
standard terms and conditions of sale of the Supplier as set out herein and
includes any additional terms and conditions of sale agreed by the Supplier,
1.3
"Contract" means a contract
for the supply of Goods and/or provision of Services by the Supplier to the
Buyer,
1.4
"Goods" means the goods
(including packaging where relevant) which the Supplier is to supply under the
Contract,
1.5
"Order" means an order placed
by the Buyer for the supply of Goods and/or provision of Services whether
verbally or in writing,
1.6
"Supplier" means Purity Water
Ltd and any subsidiary or holding company or associate (as defined in the
Companies Act 1985 (as amended)) of the said company,
1.7
"Services" means the work or
services of any of them to be provided by the Supplier under the Contract, and
words importing the singular number shall include the plural and vice versa,
words importing one gender shall include all genders, and words importing
persons shall include bodies corporate, unincorporated
associations and partnerships.
2.1
These terms and conditions shall apply
to the Supply of Goods and Services by the Supplier to the Customer.
2.2
The Buyer shall not be entitled to
assign the benefit of the Contract without the consent in writing of the
Supplier.
2.3
If at any time any one or more of the
provisions or part thereof of these Conditions becomes or is or is held by a
court to be invalid, illegal or unenforceable in any respect under any law, the
validity and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
2.4
No Order shall be binding on the
Supplier unless and until it has been acknowledged in writing by the Supplier
or the Goods are delivered or the Services are provided by the Supplier to the
Buyer pursuant to the Order. Any acknowledgement of an Order by the Supplier is
subject to availability of the relevant Goods.
2.5
These Conditions are incorporated in
the Contract and contain the entire obligations between the Supplier and the
Buyer. In the case of any inconsistency between any letter or
quotation incorporating or referring to these Conditions and any Order, letter
or form of contract sent by the Buyer to the Supplier, whatever may be their
respective dates, the provisions of these Conditions shall prevail. In the
event of the Supplier entering into the Contract without the Supplier having
submitted a written quotation or other letter or document incorporating or
referring to these Conditions but in circumstances where the Buyer has had
prior notice of these Conditions then all Goods supplied and/or Services
provided shall be subject to these Conditions.
2.6
No variation of the Contract of the
Buyer shall be binding upon the Supplier unless made in writing and signed on
behalf of the Supplier.
2.7
Any representations (except fraudulent
misrepresentations) or warranties made by or on behalf of the Supplier prior to
the Contract (whether verbally or in writing) are hereby expressly excluded and
shall be of no effect.
2.8
Any figures, statements, descriptions,
illustrations, photographs, drawings, weights or any other matters contained in
the Supplier's or any other catalogues, pamphlets, price lists or advertising
literature are not guaranteed to be accurate and are intended merely to
represent a general picture of the Supplier's or any other products and
services and shall not form part of the Contract nor be regarded as a warranty
or representation relating to the Goods or Services
3 DELIVERY
3.1
Performance of the Contract by the Supplier
shall not be of the essence of the Contract, the Supplier's failure to so
deliver and/or provide by the due date(s) shall not constitute a breach of
Contract and the Supplier shall not in any circumstances be responsible for any
direct or consequential loss or damage of any kind whatsoever resulting
therefrom. The Supplier may wholly or partly suspend deliveries of Goods and/or
provision of Services and the Buyer shall accept late delivery of such Goods
and/or provision of Services unless the Buyer has cancelled the Contract in
accordance with the provisions of Condition 5.2.
4 QUANTITIES
INSTALMENTS AND STORAGE
4.1
Where Goods are delivered and/or
Services are provided by instalments each instalment shall be deemed to be sold
under a separate Contract and no default in respect of any one instalment shall
affect due performance of the Contract as regards other instalments. The Seller
will endeavour to delivery the quantity of gods ordered. If there is a surplus
or shortage of Goods which is so slight that it would be unreasonable for the
Buyer to reject delivery of them the Buyer shall be deemed to have accepted the
Goods and shall pay for the actual quantity delivered.
4.2
The Buyer shall indemnify and keep indemnified
the Supplier in full against all costs, losses, damages and expenses whatsoever
arising in connection with the storage of the Goods if the Supplier shall be
prevented from delivering any of the Goods in accordance with the Contract as a
result of delay or default on the part of the Buyer or any reason beyond the
Supplier's reasonable control. The Supplier shall be entitled in its absolute
discretion and without giving prior notice to the Buyer at the expiration of 2
months to sell or otherwise dispose of Goods kept in storage.
5 PRICE AND TERMS OF
PAYMENT
5.1
The Supplier shall be entitled to
adjust the Contract price of the Goods and/or Services whether before or after
the making of the Contract in the event of any variation in the cost to the
Supplier of supplying the same or any part thereof caused by any reason
whatsoever beyond the control of the Supplier and the Supplier's written
certificate of such variation shall be conclusive evidence of such variation
and the extent thereof.
5.2
Unless otherwise agreed the price shall
be due and payable on delivery, or within 14 days of delivery of the Goods
and/or completion of the Services or on sending notification that the Goods are
in a deliverable state. Interest will be
charged at 3% above Barclays Bank base rate for any late payment.
5.3
If the Buyer does not pay the whole or
any part of the price on the required day then the Supplier may suspend
performance of the contract and/or further deliveries and/or determine the
contract and notice shall be sent to the Buyer with which the Buyer must comply.
In the event of the Contract being suspended for a continuous period of 30 days
then either party may give the other notice to terminate the Contract
forthwith. The Supplier shall be under no liability whatsoever to the Buyer for
any direct or consequential loss or damage suffered by the Buyer as a result of
the Supplier's non-performance of its obligations under the Contract in these
circumstances.
5.4
So long as any payment due from the
Buyer to the Supplier is outstanding, whether under the same or any other
Contract or transaction, the Supplier shall have a general lien on any Goods
and any other property of the Buyer in its possession. The Supplier shall be
entitled on the expiration of not less than 14 days notice in writing to the
Buyer to dispose of such property and to apply the proceeds towards
satisfaction of such debts.
5.5
The Buyer shall not be entitled to
withhold payment of any amount due to the Supplier by reason of any disputed
claim by the Buyer in connection with the Contract nor shall the Buyer be
entitled to set off against any amount payable under the Contract to the
Supplier any amount which is not then due and payable by the Supplier or for
which the Supplier disputes liability.
5.6
Any discount or retrospective bonus
granted by the Supplier to the Buyer is discretionary and may be withdrawn at
any time at the Supplier's option and is in any event subject to satisfactory
payment by the Supplier.
6 SUSPENSION
AND CANCELLATION
6.1
If satisfactory references on the Buyer
are not provided within seven days of a request therefore by the Supplier or
the Buyer shall commit any breach of the Contract and fail to remedy the same
within 7 days of receiving the Supplier's request in writing so to do, or the
Supplier reasonably apprehends that any of the events mentioned above is about
to occur in relation to the Buyer and notifies the Buyer accordingly, the
Supplier may: (a) stop any Goods in transit and suspend further deliveries
and/or (b) suspend work on the Contract and/or (c) determine the Contract forthwith.
6.2
In the event of the Supplier being
prevented or hindered from completing the Contract either wholly or in part in
accordance with the terms thereof for any reason beyond its reasonable control
then further performance of the Contract shall be suspended for the period
during which the Supplier is so prevented provided that in the event of the
Contract being suspended for a continuous period of more than 3 months then
either party may give the other notice to terminate the Contract forthwith and
in such circumstances the Buyer shall pay for all Goods supplied and/or
Services provided to the date of such termination such payment to be made on or
before the last day of the month following the month during which termination
was effected. The Supplier shall be under no liability whatsoever to the Buyer
for any direct or consequential loss or damage suffered by the Buyer as a
result of the Supplier's inability to perform its obligations under the
Contract in these circumstances.
6.3
The Supplier's rights contained in
Condition 8 shall continue beyond the discharge of the parties' primary
obligations under the Contract consequent upon its termination.
6.4
The termination of the Contract for
whatever reason will be without prejudice to the rights and duties of either
party accrued prior to termination.
7
CLAIMS FOR DAMAGE IN
TRANSIT/DEFECTS
7.1
No claims for non-delivery or shortages
in quantity of units delivered, defective Goods, partial loss or damage to
Goods will be accepted by the Supplier unless: (a) they are notified in writing
by the Buyer to the Supplier on delivery (in the case of shortage in quantity
of units delivered, by the Buyer indicating the shortage on the delivery
documents) or within 2 days after the Date of Delivery (in the case of partial
loss or damaged Goods) or 14 days after the Date of Delivery (in the case of
defective Goods) or 3 days after the date of the invoice (in the case of
non-delivery) and (b) the Goods in respect of which a claim is made together
with the packaging are preserved intact as received for a period of 21 days
from notification of any such claim and the Buyer permits the Supplier or its
servants or agents full and free right of access to inspect the Goods and
investigate the claim.
8
WARRANTY
8.1
In substitution for all and any other
rights which the Buyer might or would have but for these Conditions, and
subject to Condition 7, the Supplier shall make good by replacement any damaged
or defective Goods and shall repair any failure in the Services which, under
conditions of proper use and maintenance, results from defects in the
Supplier's manufacture, design, materials or workmanship and which appears not
later than 3 years after the Date of Delivery
8.2
Notwithstanding the provisions of
Condition 7.1, in the case of a claim falling within Condition 7.1, the
Supplier reserves the right at its sole discretion to credit the Buyer in full
the price paid by the Buyer to the Supplier.
8.3
The Supplier's liability under this
Condition shall automatically cease if. (a) the Buyer is in breach of this or
any other contract made with the Supplier; or (b) the Supplier or its servants
or agents are denied full and free right of access to the allegedly defective
Goods and/or Services; or (c) the Goods have been treated improperly or in a
way which has contributed to the defect (whether before or after a defect is
detected); or (d) the Goods undergo any processing by the Buyer.
8.4
The warranty set out in condition 8.1
shall be in lieu of any warranties conditions or undertakings whether express
or implied by statute, common law or otherwise howsoever which warranties,
conditions and undertakings are hereby expressly excluded, except that such
exclusions will not apply to any implied condition that the Supplier has or
will have the right to sell the Goods when property is to pass.
8.5
Nothing in these Conditions excludes or
limits the liability of the Supplier for death or personal injury caused by the
Supplier's negligence or for fraudulent misrepresentation.
8.6
Save as provided in Condition 8.1 and 8.5,
the Supplier shall not be liable to the Buyer for any direct, indirect,
incidental, punitive or consequential loss or damage (whether for loss of
profit, loss of business, depletion of goodwill or otherwise), costs, expenses,
or other claims for consequential compensation whatsoever (however caused)
which arise out of or in connection with the Contract and/or use of this site.
8.7
The Supplier shall be under no
liability of any description to the Buyer if the Goods prove to be unsuitable
for whatever reason for application or use notwithstanding that the Supplier
may, at the request of the Buyer, have given in good faith technical or other
advice in relation to the proposed application or use of the Goods and the
Buyer shall indemnify and keep indemnified the Supplier in full against any and
all liability of any kind arising out of or connected with the application or
use of the Goods.
8.8
In the event that notwithstanding the
other provisions of these Conditions the Supplier is found liable for any loss
or damage suffered by the Buyer, the Supplier's total liability in contract,
tort (including negligence or breach of statutory duty), misrepresentation or
otherwise arising in connection with the performance or contemplated
performance of the contract shall be limited to the price of the Goods and/or
Services paid by the Buyer to the Supplier.
8.9
Where the Goods are sold under a
consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights
of the Buyer are not affected by these conditions.
9
TITLE TO GOODS AND
RISK
9.1
Full legal and beneficial ownership of
the Goods shall be retained by the Supplier until the Supplier has received
payment in full in respect of (a) the Goods and (b) all other sums which are or
which become due and owing by the Buyer to the Supplier on any account
whatsoever.
10
NOTICES
10.1
Any notice required or permitted to be
given by either party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or principal place of
business or such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice.
10.2
Any notice given pursuant to Condition
9.1 shall be deemed to have been served if delivered by hand, on the first
business day following delivery; if sent by post, on the third business day
after posting if the address of the recipient is in the country of despatch,
otherwise on the seventh business day after posting; if sent by facsimile
transmission or e-mail, on the first business day following successful
transmission.
11
LAW
11.1
These Conditions and each and every
Contract made pursuant to them shall be governed by and construed in all
respects in accordance with the laws of