TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES
Purity Water Ltd
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
3.1 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.
8.1 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.
10.1 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.
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