Conditions of Sale

1. DEFINITIONS

In these Terms and Conditions (the “Conditions”), the following words shall have the following meanings:-
"Buyer" shall mean the corporate entity firm or person to which the Goods and/or Services are
supplied
"Company" shall mean Marshalls Mono Limited or any member of the Marshalls Group that contracts
on these Conditions from time to time
"Group" shall mean Marshalls plc and its subsidiary companies whether directly or indirectly owned
"Goods" shall mean the products or materials supplied by the Company
Mandatory Policies" shall include the Company’s business policies and codes relating to Health and Safety, Anti-Bribery, Modern Slavery, Code of Conduct, Serious Concerns and Data Protection as
the Company may update them from time to time, together with any other policy adopted
by the Company and communicated to the Buyer from time to time.
"Services" shall mean the whole or any part of the services which the Company is to supply or carry
out under the contract
2. MAKING THE CONTRACT
2.1 The Company's quotation constitutes an invitation to treat (i.e. a proposal to enter into a contract) and will,
unless otherwise stated in the quotation, be open for a period of 45 days beginning with the date of the
quotation unless the Company has previously withdrawn it. Any order issued by the Buyer is subject to
acceptance by the Company at the Company’s discretion. A contract will only be formed when the
Company has accepted the Buyer’s order. The quotation, order and acceptance shall together form the
contract governed by these Conditions.
2.2 All orders are placed and accepted under these Conditions alone except where varied in accordance with
Condition 2.4.
2.3 These Conditions exclude any other terms and conditions which a Buyer might seek to impose even though
such other terms and conditions may be submitted in a later document and/or purport to exclude or
supersede any of these Conditions or are inconsistent with them. These Conditions and the documents
referred to in these Conditions represent the entire agreement between the parties and will replace any
previous agreement, discussions or understandings between them relating to the subject matter of the
contract. No implied or express term not reflected within a contract shall form part of any contract between
the parties. No collateral warranties have been agreed in relation to or connected with the subject matter
of any contract and any discussions documentation or correspondence which might be taken to represent
such matters are overtaken and replaced by the applicable contract. However, foregoing shall not act so
as to limit or exclude any liability for fraud or fraudulent misrepresentation or for any other matter which the
Company is not lawfully permitted to limit or exclude liability for.
2.4 No employee, agent or officer of the Company is authorised to agree to any variation of these Conditions
or to agree to the supply of Goods and/or Services by the Company otherwise than on the basis of these
Conditions. Variations made in writing and signed by a director or secretary of the Company are permitted.
3. CANCELLATION/SUSPENSION OF DELIVERIES
3.1 Once the contract is formed, no cancellation or return of Goods by the Buyer is permitted except where
expressly agreed by the Company in writing at the Company’s discretion.
3.2 The Buyer will in the event of agreed cancellation or return by the Buyer pay the Company’s standard
cancellation/return charges in consideration for the Company’s agreement to cancel the order in question
or accept the return of Goods (as applicable). In addition, the Buyer shall indemnify the Company fully
against all charges costs and losses (including loss of profit) sustained by it as a result of the cancellation.
The Company’s certificate as to the amount of such loss shall be final.
3.3 The Company may without prejudice to its other rights, suspend or cancel further deliveries and/or work
under this and any other contract between the parties hereto if the Buyer shall fail to make payment of any
sum on its due date for payment or if the Buyer shall become insolvent or have any form of insolvency
proceedings or action (whether or not involving the intervention of a court) taken against it, including (but
without limitation any receivership, petition or order for administration, winding up or bankruptcy, any
proposal for or voluntary arrangement with creditors or proposal to compound with creditors, or any
procedures similar to any of them under the laws of England or any other jurisdiction whatsoever).
In such circumstances the Company shall be entitled to immediate payment from the Buyer of a
proportionate part of the price in respect of Goods and/or Services already delivered and/or manufactured
to the order of and/or purchased for and/or carried out for, the Buyer together with an amount representing
anticipated further loss sustained or to be sustained due to such suspension or cancellation in each case
as certified by the Company.
3.4 The Company may suspend or cancel any contract for the supply of Services and/or Goods if at any time
the price under the contract taken together with all other sums owing to members of the Group exceeds the
credit limit set for the Buyer by the Company and/or the Group, whether or not such credit limit has been
communicated to the Buyer.
3.5 The Company may without prejudice to its other rights, where the Buyer refuses, is unable or fails to take
delivery of Goods by the dates specified in the contract, or the timescale set out in the Company’s quotation,
or where no date or timescale is specified within a reasonable period either:-
3.5.1 put the Goods into its stock at the Buyer's risk and expense and submit an invoice for payment as
though the Goods had been delivered on the date when they were transferred to stock; or
3.5.2 sell or offer to sell the Goods or any part of them to other interested parties in which case the
Company shall be entitled to recover from the Buyer as liquidated damages the amount of gross
profit foregone by the Company on the sale to the Buyer as certified by the Company on the basis
of the price that would have applied at the date for delivery.
3.6 If any of the Goods referred to in Condition 3.5 are not sold within a period of 90 days or realise less than
their full cost to the Company (including a pro-rata proportion of fixed and variable overheads) within that
time, the Company may recover from the Buyer in addition to gross profit as liquidated damages the amount
of the cost not recovered by sale as certified by the Company. Upon payment of all sums certified as due
to the Company the Buyer shall be entitled to any Goods which have not been disposed of by sale within
the period of 90 days.
4. PRICE
4.1 Unless otherwise stated the price payable for the Goods and Services will be that set out in the Company’s
quotation and confirmed by its acceptance of the Buyer’s order, or, if higher or if no such quotation was
given, the price currently charged by the Company at the date of delivery of the Goods and/or Services.
The price and any fees costs and disbursements expressed to be payable to the Company shall be deemed
to be exclusive of Value Added Tax unless expressly stated otherwise.
4.2 The Company reserves the right at its sole discretion at any time before delivery of the Goods to adjust the
price to take account of any increase in the price to the Company of goods, or services, or raw materials,
labour or other inputs used in the production of the Goods or goods of that kind or of the Services, or to
take account of any increase in taxation or duty payable, or to take account of any currency fluctuation
increasing the cost of producing or purchasing the Goods or goods of that kind or the supply of Services
in each case measured in Sterling.
4.3 The prices quoted assume that delivery will be made on normal working days during normal working hours.
For deliveries agreed to be made on Saturdays, Sundays, public holidays or outside normal working hours
the Company reserves the right to make an extra charge.
5. TERMS OF PAYMENT
5.1 The Company shall be entitled to payment of the price payable in respect of the Goods upon despatch of
the Goods and in respect of Services when the Services are in the opinion of the Company substantially
complete. Issue of an invoice by the Company shall be taken as confirmation of delivery and/or that the
Company is of the opinion that the Services are substantially complete. Payment is due by the end of the
month following the date of the invoice, although the Company may require the Buyer to pay within a shorter
time period at any time by written notice. Time of payment shall be of the essence of the contract.
5.2 If the Buyer fails to make payment when due for any Goods and/or Services in accordance with these
Conditions, the Company may, without prejudice to any other right or remedy available to it, serve notice
on the Buyer to make immediate payment for all goods and/or services supplied by the Company, whether
or not such payment would otherwise be due.
5.3 The Company reserves the right to charge interest of 5% per annum above National Westminster Bank
PLC base rate for the time being on all overdue accounts, such interest being deemed to accrue and be
compounded on a daily basis from the due date for payment. The Company also reserves the right to raise
additional charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as
amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
5.4 The Buyer shall not be entitled to withhold, deduct or set off against any sum payable to the Company any
amount or claim whatsoever, including but without limitation in respect of any loss or damage which the
Buyer alleges that it has sustained due to any act or default of the Company or its agents or employees. In
particular but without limitation, the Buyer may not set off any amount of loss or damage arising from alleged
defects in Goods received or Services supplied by the Company.
6. DELIVERY
6.1 Where Goods are delivered to the Buyer, the Buyer shall be responsible for unloading unless the Company
has expressly agreed to unload the Goods. Where Goods are collected by the Buyer at the Company's
premises, the Company will load the Buyer's vehicle.
6.2 Where the Company delivers to the Buyer's premises the Company reserves the right to make an extra
charge where unloading of the Goods is delayed. Where the Company delivers to the Buyer’s Premises
the Buyer shall provide reasonable assistance in unloading the Goods.
6.3 The Company may refuse to deliver the Goods to any location where access is considered by it to be
unsuitable for the safe passage of its vehicles. Where delivery is made to the Buyer's premises the Buyer
will indemnify the Company against any loss suffered during unloading or as a result of the access way
being unsuitable. If the Buyer does not advise the Company of any access restrictions and it transpires that
the vehicle delivering the Goods is unsuitable and/or the access is restricted causing the delivery to be
delayed due to the Buyer failing to disclose the restricted access the Company may levy a charge.
6.4 Should the Buyer fail to collect to collect any Goods on the date notified to it by the Company or allow the
Company to make delivery to the Buyer at the first attempt (as applicable) then the Buyer shall pay the
Company’s standard storage and redelivery charges. In addition, the Buyer shall indemnify the Company
fully against all charges costs and losses sustained by it as a result of continuing to store and attempting to
redeliver such Goods. The Company’s certificate as to the amount of such loss shall be final.
6.5 The Company shall not be liable for any overloading of vehicles of the Buyer or its hauliers.
6.6 Whilst the Company will seek to deliver in accordance with the date agreed for despatch or delivery the
Company shall not be liable for any loss whatsoever or howsoever arising caused by its late or non-delivery
or by the failure to make Goods ready for collection on the due date. Time of despatch or delivery is not of
the essence and a delay in delivery will not entitle the Buyer to treat the contract as repudiated or to any
damages.
6.7 The Company reserves the right to despatch and/or make delivery by instalments and to tender a separate
invoice in respect of each instalment.
6.8 When despatch and/or delivery is to be by instalments or the Company exercises its right to deliver by
instalments or if there be delay in the despatch and/or delivery of any one or more instalments for whatever
reason, this will not entitle the Buyer to treat the contract as repudiated or to any damages.
6.9 Carriage is chargeable on all despatches where the Company undertakes delivery. When the Buyer
requests delivery by a specific carrier any difference in cost between the Company's normal method of
carriage and that requested will be payable by the Buyer.
7. RISK AND THE PASSING OF PROPERTY
7.1 Risk in the Goods shall pass to the Buyer when the Goods leave the despatching premises of the Company
(or of the Company's supplier if delivery is to be made directly to the Buyer) regardless of whether they
remain on a vehicle of the Company or not.
7.2 Notwithstanding risk in the Goods passing to the Buyer, title in Goods shall not pass to the Buyer until
payment is received by the Company for the Goods and there are no other amounts then outstanding from
the Buyer to the Company in respect of other goods or services supplied by the Company.
7.3 Until title to any Goods has passed to the Buyer, the Buyer shall: (a) hold those Goods on a fiduciary basis
as the Company’s bailee; (b) store those Goods separately from any other items held by the Buyer so that
they remain readily identifiable as the Company’s property; (c) not remove, deface or obscure any markings
on the Goods or their packaging which identifies the Goods as the Company’s property; (d) make clear in
any of its asset registers or records that the Goods are not the property of the Buyer but belong to a third
party; and (e) maintain those Goods in a safe and satisfactory condition and keep them insured against all
usual risks for their full price but provided the Buyer has not lost its power of sale under Condition 7.4, the
Buyer may resell on an arm’s length basis (in its own capacity as principal and not as agent for the Company
and for such purposes title to the relevant Goods shall pass from the Company to the Buyer immediately
prior to completion of such onwards sale) or use any Goods in the ordinary course of its business.
7.4 The Buyer's power of sale and use under this Condition 7 shall automatically cease if the Buyer becomes
insolvent or suffers any form of insolvency proceedings or action (whether or not involving the intervention
of the court) against it (including but without limitation any receivership, petition or order for administration,
winding up or bankruptcy, any proposal for or voluntary arrangement with creditors or proposal to compound
with creditors, or any similar procedures under the laws of England or any other jurisdiction) and in such
circumstances the Buyer shall notify any manager, receiver or insolvency practitioner that the Goods do not
belong to the Buyer but are the property of the Company. The power of sale and use shall also be
determinable at any time by notice of the Company to the Buyer.
7.5 The Buyer shall allow the Company or its authorised representatives on request access any premises where
any Goods in respect of which title has not passed to the Buyer may be stored (or in the case of any
premises not under the control of the Buyer, shall procure that such access is granted for the Company or
its authorised representatives) for the purposes of inspecting those Goods and verifying the compliance by
the Buyer with its obligations under this Condition 7 and/or where the Buyer’s right of possession of those
Goods has ended, for the purposes of recovering those Goods.
8. INSPECTION/SHORTAGES
8.1 The Company shall have no liability for any damage or shortages that would be apparent on careful
inspection by the Buyer unless a written complaint is delivered to the Company within seven days of delivery
detailing the alleged damage or shortage and the Company is allowed access to inspect the affected Goods
before any use is made of them.
8.2 Subject to Condition 8.1 the Company shall make good any shortage in the Goods for which it is responsible
and where appropriate repair or at its option replace any Goods damaged during loading or unloading by
the Company, but otherwise shall be under no liability whatsoever arising from such shortage or damage.
9. WARRANTY
9.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.
9.2 There shall be no term implied into the Contract:-
9.2.1 as to any compliance of the Goods with any sample or descriptive material except as identified
specifically in the Company's quotation or order confirmation, and section 13 of the Sale of Goods Act
1979 and section 3 of the Supply of Goods and Services Act 1982 are hereby excluded;
9.2.2 as to the quality of the Goods, and section 14(2) of the Sale of Goods Act 1979 and section 4(2) of the
Supply of Goods and Services Act 1982 are hereby excluded; and
9.2.3 as to the fitness or suitability of the Goods for any or any particular purpose, and section 14(3) of the
Sale of Goods Act 1979 and section 4(5) of the Supply of Goods and Services Act 1982 are hereby
excluded.
Any claim regarding the quality of the Goods or any alleged defect in any Goods shall be dealt with in
accordance with Condition 12.2.
9.3 The Buyer expressly acknowledges that for all purposes the ability and expertise of the Buyer in evaluating
any description of or information as to the Goods is equal to that of the Company and the Buyer has not
relied on the skill and judgement of the Company in selecting the Goods for any purpose.
9.4 The Company undertakes no responsibility for the suitability of sites or foundations or for supports of any
nature, or for compliance with any local bylaws or statutory regulations with regard to the Goods, or for
the fulfilment of any special requirements which the Buyer may be bound to observe or fulfil.
9.5 If Goods are made or amended or Services are carried out to any specification, instruction, information or
design supplied by the Buyer or any third party on behalf of the Buyer, then the suitability and accuracy of
that specification, instruction, information or design will be the sole responsibility of the Buyer and the
Company shall have no responsibility to verify it for suitability or accuracy. In such circumstances, the
Buyer will in addition indemnify the Company against any infringement of any patent, design right,
registered design, trade mark, trade name, copyright or other intellectual property right arising from the
sale and/or supply of the said Goods or Services and any loss, damage or expense the Company may
incur because of any such infringement or alleged infringement in any country.
10.SERVICES
10.1 The Company shall be bound to supply only those Services specifically identified in the contract. Any
Services involving the preparation of designs for any structure and/or services at a site and/or services
involving advice in relation to the installation of Goods shall be taken to exclude any obligation to undertake
structural or load bearing calculations or verification (and the Buyer shall undertake such work itself and
verify any designs or calculations provided) unless and only to the extent that the contract contains an
express statement signed by an authorised person on behalf of the Company that the Company shall
undertake such calculations or verification.
10.2 The Buyer shall supply as soon as reasonably practicable all information or documents reasonably required
or requested by the Company in order to allow the Company to carry out the Services.
10.3 Should the Buyer fail to provide any information or documents required or requested for the purposes of
carrying out the Services, the Company may either (at its sole option) delay the carrying out of the Services
for so long as the information or documents are outstanding or make such assumptions as it in its sole
discretion regards as appropriate, or refuse to carry out the Services. In such circumstances the Buyer
shall have no right to damages or any other relief.
10.4 The Company shall not be responsible for any error or defect in the Services which is a result of an
inadequacy or error in the information supplied by or on the behalf of the Buyer.
10.5 If at the Buyer's request the Company undertakes any services additional to the Services, or by reason of
any design changes requested by the Buyer or any other circumstances beyond the Company's control the
Company is required to undertake extra work, a fair and reasonable additional hourly fee will be payable
as certified by the Company.
10.6 The Company shall exercise reasonable care and skill in the provision of the Services supplied under the
contract.
10.7 Subject always also to the other restrictions on duty or liability set out in these terms and conditions the
Company shall have no liability (whether in misrepresentation, contract, tort or otherwise whatever) in
respect of any expression of opinion, recommendation, design, selection of materials, calculations,
information or literature provided by it prior to the making of the contract or which it is not contracted to
provide except to the extent that such matter is incorporated into the contract expressly in the quotation or
order confirmation of the Company or by an express written variation signed by an authorised person on
behalf of the Company.
10.8 It shall be the exclusive obligation of the Buyer, unless the Company is expressly contracted to undertake
such work in the contract, to ensure that all ground conditions, foundations, fixing points, ports or other
structural elements in, on or onto which Goods are to be installed by the Company or others, are such that
they will provide satisfactory support and stability to the Goods and any other dependant item or structure
so that once installed the performance of the Goods in their intended function will not be adversely affected
by such matter. Except as provided in these Conditions the Company shall have no liability or obligation in
respect of any such matter.
10.9 The Company shall have no liability in respect of any loss or damage alleged to arise by reason of any
Services (whether in contract, tort or otherwise whatever) if the Company has recommended the use of
certain of its products in particular applications related to the Buyer’s project but instead other products are
used in whole or part as a result of a decision by any party other than the Company.
11. DESIGN
11.1 Any design, calculations, data, drawings or other materials (the "Materials") produced by the Company
whether specifically for the Buyer or not shall belong to the Company together with all copyright, design
rights and other intellectual property rights related to them. The Buyer shall have a non exclusive licence
to use the Materials only in relation to the specific project in respect of which the Materials were prepared
or supplied by the Company. The licence shall only allow the use of the Materials provided the Buyer
purchases from the Company all of the goods or materials set out in or required or described by or in the
Materials that the Company is in the business of supplying.
11.2 The Company shall not be liable for any use by the Buyer or its nominees of any drawings and other
documents for any purposes other than those for which they were originally prepared by the Company.
12.LIABILITY
12.1 The prices charged for the Goods and Services are based strictly on the limitations and exclusions of the
Company's liability specified in these Conditions. Should the Buyer before accepting the Company's offer
wish to obtain higher limits of liability or varied exclusion terms, the Company should be approached for an
alternative quotation as it may be prepared to consider this in return for an addition to the price but no such
discussion shall result in any variation to these Conditions unless and until agreed to by the Company in
accordance with Condition 2.4.
12.2 The Company agrees that if any defect covered by this Condition 12.2 is discovered during the period of
12 months commencing with the date of despatch, the Company will at its option replace or repair the
Goods as necessary and correct any defective Services. This Condition 12.2 only covers defects in the
Goods (or their packaging or instructions) which render them non-compliant with the Company's or their
manufacturer's design and specifications which have been incorporated into the contract in accordance
with these Conditions, or defects in the Services or part of them as a result of the Company’s failure to
exercise reasonable care and skill. It does not cover defects caused by: (i) abnormal storage, working
conditions, use, misuse, neglect or accident, fair wear and tear; (ii) any failure by the Buyer or any third
party to follow the Company’s oral or written instructions as to the storage, handling and use of the Goods
and/or any failure to follow good trade practice regarding the same; (iii) any alteration to the Goods made
by the Buyer or any third party; (iv) the defect arises as a result of the Company following any drawing or
specification supplied by the Buyer; (v) the Goods differ from the specification as a result of changes made
to ensure they comply with applicable statutory or regulatory requirements; and/or (vi) other matters which
are excluded or restricted by these Conditions including, without limitation, Conditions 9 or 10.
12.3 The Buyer cannot claim (and shall be deemed to have waived) the benefit of Condition 12.2 unless it informs
the Company of the relevant defect in writing within 30 days of discovering it or within 30 days of when it is
notified to the Buyer by any third party (provided in each case it was discovered within the time described
in Condition 12.2). The Buyer must ensure that the Company is afforded a reasonable opportunity to
inspect the Goods in order to claim the benefit of Condition 12.2.
12.4 The remedies provided by Condition 12.2 shall be in place of all other claims for damages or loss or
compensation arising from or related to defects in, or non-compliance with the contract of the Goods or
Services or any aspect of them.
12.5 The Company shall have no liability in tort or for non-fraudulent misrepresentation arising from or related
to any aspect of the contract or its performance or from events or statements prior to the making of the
contract.
12.6 The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this
loss arises in contract or tort or in other way (including without limitation from non-fraudulent
misrepresentation).
12.7 The Company shall in no event (whether in contract, tort or otherwise whatever including non-fraudulent
misrepresentation) be liable for:-
12.7.1 loss of profits or anticipated profits;
12.7.2 loss of anticipated savings;
12.7.3 loss of or interruption to production;
12.7.4 delay to other works;
12.7.5 delay in the completion of any project or works;
12.7.6 damage to reputation;
12.7.7 increased costs of working;
12.7.8 liability to pay compensation or damages to third parties;
12.7.9 distress of end customers;
12.7.10 loss of enjoyment of end customers;
12.7.11 administrative or management costs or time used in dealing with the issues relating to defective product
and each of the above sub-clauses shall be read as an independent term where the introductory
wording forms part of each sub-clause.
12.8
12.9
The Company's total aggregate liability to the Buyer arising from or related to each contract in respect of
any and all claims (whether arising in contract, tort or otherwise whatsoever and including without limitation
non-fraudulent misrepresentation) shall not exceed the price payable by the Customer.
The Company does not seek to limit or exclude in any way its liability for death or personal injury caused
by negligence; for fraud or fraudulent misrepresentation; in respect of any breach of any condition implied
under section 12 of the Sale of Goods Act 1979; and/or for any other matter or liability which cannot be
lawfully limited or excluded. Each provision of these Conditions and of any contract shall be read as subject
to this Condition 12.9 and no provision of these Conditions or any contract is intended to nor shall be
interpreted as seeking to limit or exclude any of the foregoing types of liability.
12.10 Each of these Conditions is to be treated as separate and independent.
12.11 Where Goods are supplied to the Buyer located in, or for delivery in another country outside the UK, there
shall be no term of the contract, whether express or implied, that the Goods will be suitable for the conditions
(or some of them) within, or will comply with any legal requirements of such other country, and the Buyer
agrees to rely entirely on its own assessment and enquiries in this respect.
12.12 No claim of any description related to any contract or the Goods or Services, or to the terms or
circumstances or statements surrounding their supply, shall be brought by the Buyer against the Company
at any time after two years from the date of the first invoice in respect of the contract price for such Goods
and/or Services.
12.13 The Buyer agrees to indemnify the Company against any claim (including any legal or other costs incurred
by the Company defending such a claim) made by a third party against the Company in respect of which
liability is excluded or limited as between the Company and the Buyer under these Conditions and in any
event arising from or related or connected to:-
12.13.1 the Goods, including their packaging and instructions (or any part of them) or Services; or
12.13.2 any other matter.
12.14 To the extent not otherwise excluded or limited under these Conditions, the Company's liability to the Buyer
whether contractual, in tort and/or for any breach of statutory duty or otherwise shall in all events be limited
to that proportion of the Buyer's losses which it would be just and equitable to require the Company to pay
having regard to the extent of the Company's responsibility for the same on the following assumptions,
namely that:
12.14.1 all other consultants, contractors, sub-contractors and suppliers in respect of any project for which the
Goods and/or Services are purchased have provided contractual undertakings to the Buyer that they
have exercised and shall continue to exercise all reasonable skill and care in the performance of their
services in connection with the said project and that they have and will supply only goods and materials
that comply with their contracts; and
12.14.2 any such other consultants, contractors, sub-contractors and suppliers have paid to the Buyer such
proportion of the losses which it would be just and equitable for them to pay having regard to the extent
of their responsibility for the Buyer's losses.
13. FORCE MAJEURE
13.1 The Company shall not be liable for any failure to carry out its obligations arising from circumstances outside
the Company’s control.
13.2 Non-exhaustive illustrations, of such circumstances would include act of God, war, riot, terrorism, explosion,
abnormal or extreme weather conditions, fire, flood, strikes, lock-outs, government action or regulations
(UK or otherwise), delay by suppliers, accidents and shortages of materials, labour, utilities or
manufacturing facilities.
13.3 If the circumstances preventing the performance of the contract are still continuing three months after the
said circumstances have arisen, then either party may give written notice to the other cancelling the contract
and neither party shall be under any further liability to the other except that the Buyer shall be liable to pay
the contract price less a reasonable allowance for what has not been performed by the Company.
14.SALES DOCUMENTATION AND TECHNICAL DATA
14.1 No information or expression of opinion contained in any catalogues, technical circulars, pricelists and other
literature or material published on the Company’s or any other website shall give rise to any liability
whatsoever for the Company, whether in contract, tort, misrepresentation or otherwise save that the
foregoing shall not act so as to limit or exclude any liability for fraud or fraudulent misrepresentation or for
any other matter which the Company is not lawfully permitted to limit or exclude liability for..
14.2 Unless otherwise expressly agreed in writing by the Company, any samples provided and/or technical
details issued by the Company are merely indicative of the type of Goods or Services to be supplied and
shall not constitute any representation, warranty or condition of the contract as to colour, composition,
quality, fitness for any purpose, or compliance with such sample or technical details.
15.PACKAGING AND HANDLING
15.1 Any packaging supplied is intended for delivery to the Buyer and is not intended for onward transportation
purposes and the Buyer is responsible for any subsequent movement of the Goods and any necessary
packaging in that regard. If the Buyer supplies packaging materials to the Company it shall be solely
responsible for the suitability and safety of such packaging and shall be responsible for any loss or damage
arising out of the Company’s use of such packaging.
15.2 Goods will, unless otherwise agreed in writing between the Company and the Buyer, be packaged in a
manner that the Company deems reasonably suitable for the method of delivery to be adopted. The Buyer
will not be entitled to reject Goods on the basis of defective or inadequate packaging.
16.SEVERANCE
16.1 If any term of any contract shall be held to be void or unenforceable for any reason whatsoever it shall be
deemed severed from that contract without affecting the other provisions of that contract which will remain
in full force and effect. If any such provision would be valid if part of the wording of such provision was
deleted then the provision shall apply with such modification as shall make it valid and effective while
preserving to the maximum extent its intended effect.
17. NOTICES
17.1 Any notice to be given under any contract shall be in writing and shall be deemed to have been duly given
if sent or delivered to the party concerned at its registered office address or such other address as the party
may from time to time notify in writing in accordance with this Condition 17.1 and shall be deemed to have
been served, if sent by post, 48 hours after posting. If there is no registered office or notified address for
the Buyer then the Company may serve notice to any address where the Buyer has corresponded from.
18. COMPLIANCE WITH LAWS AND POLICIES
18.1 The Buyer shall and shall procure that each member of its group comply with all applicable laws, statues,
regulations and codes from time to time in force and the Mandatory Policies.
18.2 Without prejudice to the general obligations under Condition 18.1 the Buyer shall:
18.2.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption
including but not limited to the Bribery Act 2010 (Relevant Requirements);
18.2.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6
of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
18.2.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures,
including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant
Requirements and will enforce them where appropriate; and
18.2.4 promptly report to the Company any request or demand for any undue financial or other advantage of any
kind received by the Buyer in connection with the performance of any contract.
19. GENERAL
19.1 Where any contract refers to one of the groups of Incoterms, those Incoterms shall be incorporated into the
contract except to the extent that those Incoterms are inconsistent with these Conditions, in which case
these Conditions prevail unless otherwise agreed in writing between the parties.
19.2 Unless otherwise agreed in writing where Goods are to be exported from the UK, payment shall be in
Sterling. Further in all export contracts unless agreed otherwise in writing payment shall be made prior to
despatch of the Goods.
19.3 When payment is made in a currency other than Sterling, the sum payable shall be increased, in order to
maintain the value of the payment when converted to Sterling, by the percentage of any depreciation of the
payment currency against Sterling (as quoted by the Company's principal bankers) which has arisen
between the date of the contract and the date when payment is due (or if later the date when payment is
actually made).
19.4 The Company will be responsible for obtaining any necessary United Kingdom export licence. The Buyer
will be responsible for obtaining all necessary licences which it may require to enable it to import and use
the Goods and the Buyer shall not be discharged from its obligations hereunder by any total or partial
prohibition on import or by the refusal or non-availability of any import licence or by the imposition of any
conditions or restriction upon the grant of such licence.
19.5 In the event of the Buyer failing to obtain the necessary licences on or before the date of dispatch of the
Goods by the Company, the Company shall be entitled (at its option and without prejudice to its other rights)
to deal with the Goods as set out in Condition 3.5.
19.6 The Company and the Buyer are with respect to each other independent contractors and nothing in any
contract and no actions taken by the parties under any contract shall be deemed to constitute any agency,
partnership, association, joint venture or other co-operative enterprise between the parties.
19.7 The Buyer may assign, novate, transfer or sub-contract the performance of any of its rights and/or
obligations under any contract other than with the prior written consent of the Company.
20. LAW AND JURISDICTION
20.1 These Conditions, each contract and any dispute or claim arising out of or in connection with the same or
their respective subject matter or formation (including any non-contractual disputes or claims) shall be
governed by English Law and any dispute or action arising out of these Conditions, any contract or related
to the substance of or otherwise in connection with the same shall be subject to the exclusive jurisdiction
of the English Courts save that the Company may at any time at its option and whether in relation to one or
more matters of dispute or actions bring proceedings against the Buyer in any state or territory that the
Company chooses and which accepts jurisdiction.
20.2 Nothing in these Conditions or any contract shall be treated as limiting the right of the Company to proceed
to enforce any judgment or order or award in any other jurisdiction as it may in its discretion determine, nor
shall the taking of proceedings or enforcing any judgment or order or award in one or more jurisdictions
preclude the Company from taking proceedings or enforcing any judgment or order in any other jurisdiction
whether concurrently or not.
21. RIGHTS, REMEDIES AND WAIVER
21.1 Save in respect of any rights or remedies which may not be lawfully limited or excluded, the rights and
remedies which are available to the Buyer under these Conditions are the exclusive rights and remedies
available to the Buyer and are exclusive of any other rights or remedies which might otherwise be implied
or available to the Buyer as a matter of general law. Any right or remedy available to the Company under
any contract is not exclusive and the exercise by the Company of any right or remedy shall be without
prejudice to the exercise of any other right or remedy which may be available to the Company whether
under any contract and/or as a matter of general law. The rights and remedies of the Company shall not be
diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by
the Company nor by any failure of or delay by the Company in asserting or exercising any such rights or
remedies.
22. HEADINGS
22.1 The headings of these Conditions are for convenience only and shall have no effect on the interpretation.
Version: 02/22