TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

In these conditions the following expressions shall have the following meanings hereby assigned to them:-1.1

“The Seller” shall mean Carelabels.co.uk of 5 Duchy Avenue, Bradford, BD9 5ND;

 

1.2 “The Buyer” shall mean the person firm company partnership or other entity which agrees or has agreed to buy the Goods;

 

1.3 “The Goods” shall mean the articles which the Buyer agrees to buy from the Seller;

 

1.4 “Order” shall mean any order placed by the Buyer for the Goods which shall be covered by these conditions;

 

1.5 “Insolvency Event” shall mean (where the Buyer not being a company is concerned) any one or more of the following events, namely, where the Buyer commits an available act of bankruptcy, where the Buyer is the subject of an interim order under the provisions of the Insolvency Act 1986, where the Buyer makes application to the court for an interim order under the Insolvency Act 1986, where the Buyer makes a voluntary arrangement under the Insolvency Act 1986, where the Buyer has a bankruptcy order made against him or where a bankruptcy petition is presented against him, where the Buyer has a receiver or receiver and manager or an administrative receiver appointed of all or any of his assets and shall mean (where the Buyer being a company is concerned) any one or more of the following events, namely where the Buyer does anything or fails to do anything which would entitle a receiver or an administrative receiver to take possession of any assets, where the Buyer does anything or fails to do anything which would entitle any person to present a petition for winding up, where the Buyer makes a voluntary arrangement or submits to its creditors or any of them a proposal under Part I of the Insolvency Act 1986, where the Buyer has a petition for an administration order under Part II of the Insolvency Act 1986 presented against it or is the subject of such an order, where the Buyer is subject to a resolution passed by the directors or shareholders for the presentation of a petition for an order under Part II of the Insolvency Act 1986, where the Buyer has a winding up order made against it or enters into liquidation or ceases to exist.

 

2. ACCEPTANCE OF ORDER AND EXPIRY DATE

2.1 These conditions shall apply to all contracts for the Goods made between the Seller and the Buyer. These conditions are the only conditions on which the Seller agrees to supply the Goods to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any Order confirmation of Order or other similar document unless otherwise agreed in writing by the Seller. These conditions shall prevail notwithstanding any printed or other conditions contained or referred to in any document prepared by or on behalf of the Buyer. No other conditions inconsistent with these conditions shall affect these conditions nor contain any provisions which suggest that delivery of the Goods shall not constitute acceptance of the Seller’s conditions and such provisions shall be of no effect. Any attempt by the Buyer to exclude or limit any of the provisions of these conditions shall be void and form no part of any conditions between the Seller and the Buyer.

 

2.2 Any variation to these conditions (including any special terms and conditions agreed between the Buyer and the Seller) shall be inapplicable unless made in writing and signed by an authorised officer or employee of the Seller.

 

2.3 Unless previously withdrawn any quotation made by the Seller shall expire fourteen days after the date thereof.

 

2.4 No binding contract shall be created by the acceptance on the part of the Buyer of a quotation or offer made by the Seller until notice of acceptance of an Order shall be given by the Seller.

 

2.5 An Order will not be valid unless made in writing and, unless the Seller in its absolute discretion shall otherwise decide, in a form specified and approved by the Seller.

 

2.6 An Order accepted by the Seller shall be deemed to be acceptance by the Buyer of all of the terms hereincontained.

 

3. DELIVERY

3.1 Any date for despatch or delivery of the Goods specified by the Seller (whether orally or in writing) is given as an estimate only and it is hereby expressly agreed that such date shall not be of the essence of the contract. Acceptance and completion of an Order by the Seller is subject always to the Goods which have been ordered being available. The Seller shall not be liable in any way whatsoever to the Buyer for any loss or damage whatsoever and howsoever arising including any claims by third parties against the Buyer suffered by the Buyer in respect of any late despatch or delivery of any of the Goods or in respect of the Goods not being available or any failure by the Seller to deliver the Goods promptly or at all whatsoever and howsoever arising and nor shall such failure to despatch or late delivery be deemed to be a breach of contract by the Seller. Notwithstanding that the Seller may have delayed or failed to deliver the Goods promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full in accordance with the terms hereincontained.

 

3.2 The Buyer warrants that is has supplied the Seller with sufficient information about its requirements and the Goods required to allow the Seller to supply the Goods in accordance with these conditions.

 

3.3 The Seller has the right should conditions so dictate or should the Seller so require to change or alter the specification of the Goods without notice provided that the varied specification shall not materially affect or reduce the quality of the Goods.

 

3.4 Deviations in the quantities of the Goods supplied by the Seller amounting to not more than + or — 20% of Orders less 5,000, + or — 15% of Orders between 5,000-25,000, + or — 10% of Orders over 25,000, shall not entitle the Buyer to reject the Goods delivered in whole or in part and the Buyer shall have no right to claim damages for breach of contract or otherwise.

 

3.5 Where the Seller supplies a lesser quantity of Goods than was ordered by the Buyer within the limits prescribed in Clause 3.4 above the Buyer will pay for the Goods so delivered at the contract rate and if the Buyer has already paid for any such deficiency he shall be entitled to a credit in respect thereof provided that a written claim is made to the Seller within 7 days of the date of delivery of the Goods.

Where an excess in the quantity of the Goods within the limits prescribed in Clause 3.4 above is delivered to the Buyer the Buyer shall pay for the total quantity of the Goods delivered at the contract rate. Where it is specified in any price list of the Seller that the Goods are only available in packed quantities of a certain amount then the Buyer shall only be entitled to order the Goods in the quantities specified in the price list from time to time in force.

 

3.6 The following shall constitute delivery of the Goods by the Seller:

 

3.6.1 Where the Buyer has specified to the Seller a place or location that it requires the Goods to be delivered prior to the date of the Order for the Goods delivery shall take place when the Goods are delivered to the place or location so specified;

 

3.6.2 Where the Buyer does not specify a place or location for delivery of the Goods in accordance with Clause 3.6.1 above delivery shall take place when the Goods are delivered to the Buyer’s premises as specified in the Order;

 

3.6.3 Where the Buyer has specified to the Seller prior to the date of the Order that the Goods are to be collected from the Seller by the Buyer or by a courier or other third party delivery shall take place when the Goods are collected by the Buyer or by the courier or other third party and the Seller shall be entitled to request that the courier or other third party produce sufficient proof of identity and to sign any such documents or to do any such acts as the Seller may require before the Goods are delivered to the Courier or other third party;

 

3.6.4 Where the Buyer has specified to the Seller prior to the date of the Order that the buyer requires the Goods to be printed or to have any industrial or other manufacturing process applied to them or to be altered in any way by the Seller then delivery shall take place when the printing or other process has been completed by the Seller.

 

3.7 The Seller shall be entitled to determine the route and the manner of the delivery of the Goods.

 

3.8 The risk in the Goods shall pass to the Buyer on delivery in accordance with Clause 3.6

 

3.9 The Seller shall not be liable for any loss or damage whatsoever and howsoever arising to the Goods once delivery of the Goods has taken place in accordance with Clause 3.6 and without prejudice to the generality of the foregoing the Seller shall not be liable for any loss or damage whilst the Goods are in the possession or control or ought to have been in the possession or control of any third party.

 

3.10 If the Buyer should fail to give all necessary instructions, details or documents for the Goods to be delivered to the Seller or the Buyer should otherwise cause or request a delay in the delivery of the Goods the Buyer shall pay to the Seller in addition to the price of the Goods all storage, transportation and other costs incurred by the Seller as a result thereof.

 

3.11 Unless otherwise stated in writing the Seller shall be entitled to make partial delivery of the Goods or delivery of the Goods by instalments and each such partial delivery or instalment shall be deemed to constitute a separate contract between the Seller and the Buyer. These conditions shall apply to each such partial delivery or instalment. The Seller may demand payment for the Goods comprised in each such partial delivery or instalment and the failure by the Buyer to pay for any one or more of the said deliveries or instalments of the Goods on the due date shall entitle the Seller (at the sole option of the Seller) without notice to suspend further deliveries of the Goods pending payment by the Buyer and/or to treat the contract as repudiated by the Buyer.

 

3.12 To the extent that it is inconsistent with the provisions set out in these conditions section 32 of the Sale of Goods Act 1979 shall not apply.

 

4. PRICES

4.1 The price of the Goods shall be the price stipulated in the Seller’s published price list current at the date of delivery of the Goods.

 

4.2 The Seller reserves the right to alter the prices of the Goods without notice to cover variations in the costs of raw materials, labour, manufacturing, supply or deliveries of the Goods or through the Buyer’s change of design or specifications and without prejudice to the generality of the foregoing for any other reason how so ever arising.

 

4.3 The Seller shall be entitled to adjust the price of the Goods to take account of prevailing rates of value added tax or any other tax payable in respect of the Goods.

 

4.4 All descriptions, samples, specifications, drawings and particulars submitted by the Seller are deemed to be illustrative only and shall not form part of the contract between the Seller and the Buyer and without prejudice to the generality of the foregoing material in the Seller’s catalogues, prices or other advertising materials shall not form part of the contract between the Seller and the Buyer.

 

4.5 Unless otherwise specified in writing by the Seller the price of the Goods does not include any charge for handling, storage, transportation or delivery of the Goods.

 

4.6 Unless otherwise stated in writing all prices quoted shall be exclusive of value added tax.

 

4.7 The Buyer shall not be entitled to make any deduction from any sums owing to the Seller whether under these conditions or otherwise in respect of any monies owed by the Seller to the Buyer or any claims the Buyer may have against the Seller.

 

5. TERMS OF BUSINESS AND PAYMENT

5.1 Unless otherwise specified in writing by the Seller payment of the price and value added tax thereon shall be due on the 1st day of the 2nd month following the month in which the Goods are delivered. Time for payment shall be of the essence.

 

5.2 The Seller reserves the right to charge interest on overdue invoices which shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 4% above base rate of the Seller’s bankers from time to time in force and shall accrue at such rate after as well as before any judgement.

 

5.3 Without prejudice to any other remedies of the Seller if any outstanding account remains unpaid by the Buyer for a period of more than 5 days from the due date of an invoice the Seller may:-5.3.1 Without notice suspend or cancel deliveries of the Goods due to the Buyer pending payment by the Buyer;

 

5.3.2 Treat the contract as repudiated by the Buyer;

 

5.3.3 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

 

5.4 Pro forma orders of a value of less than £100.00 will be processed on receipt of a cheque, Pro forma orders in excess of £100.00 will be processed on receipt of cleared funds.

 

6. WARRANTIES

6.1 Subject as otherwise set out in these conditions the Seller warrants that the Goods will at the time of delivery correspond to the description given to the Buyer.

 

6.2 The Goods shall be manufactured and supplied in accordance with the description contained in the Sellers specification and manufactured in accordance with all applicable British Standards which relate specifically to the Goods.

 

6.3 The Seller may from time to time make changes in the specifications of the Goods, which are required to comply with any applicable safety or statutory require-ments or which do not materially affect the quality or fitness for the purpose of the Goods.

 

6.4 Whilst the Seller will endeavour to execute Orders in accordance with the Buyer’s requirements all warranties, conditions, guarantees or terms relating to fitness for purpose, merchantability or condition of the Goods and whether known to the Seller or not and whether express or implied by statute, common law or otherwise are excluded, to the fullest extent permitted by law.

 

6.5 Whilst the utmost care is taken to ensure the accuracy of the information and the data furnished to the Buyer the sale and supply of the Goods by the Seller is subject to the condition that the Seller will not in any circumstances be liable for any injury, losses, expenses or damage whether direct, indirect or consequential sustained by the Buyer which may in any degree be attributable to the adoption either by the Buyer or by any third party of information, data or advice given by or on behalf of the Seller in relation to the use of the Goods and the Buyer hereby acknowledges that in entering into an Order it has not been induced by nor has it relied on any representation (which in this Clause shall not include fraudulent misrepresentation) whether oral or in writing made by or on behalf of the Seller.

 

7. FORCE MAJEURE

7.1 The Seller shall be under no liability whatsoever to the Buyer for failure or delay in the performance of any of its obligations hereunder if and so long as such performance becomes impracticable by reason of force majeure and the Seller reserves the right to cancel or suspend deliveries of the Goods except that the Buyer will still be liable to pay any sums which have become payable under these conditions before the incidence of force majeure.

 

7.2 Force majeure shall include without limitation any act of God, flood, fire, tempest, war, civil commotion, riot, shortage of materials, enactment of legislation by Government or municipal authorities, industrial disputes, lockouts, reduction or stoppage of output of the Goods through fire, flood, heat, frost, holidays, breakdowns of or accidents to machinery or any other cause (whether or not of the same nature as the foregoing) which is beyond the Seller’s control.

 

8. SHORTAGE DAMAGE AND/OR LOSS IN TRANSIT

8.1 No claim for non-delivery of part of a consignment or for damage in transit, corrosion, shortage of delivery, deviation delay or detention will be considered by the Seller unless a separate notice in writing is given to the carrier concerned and to the Seller within 24 hours of receipt of the Goods by the Buyer and a complete claim in writing is made to the Seller within five days of receipt of the Goods by the Buyer. In the case of non-delivery of a whole consignment of the Goods notice in writing must by given to the carrier concerned and to the Seller within 48 hours of the proposed date of despatch and a complete claim in writing is made to the Seller within twenty days of the proposed date of despatch.

 

8.2 The Goods in respect of which any such claim is made under Clause 8.1 shall be preserved in exactly the same state and condition as delivered for a period of fourteen days from notification of the claim and within such time the Seller and the carrier shall have the right to attend at the Buyer’s premises to investigate the complaint. Any breach of this Clause shall disentitle the Buyer to any allowance in respect of a claim.

 

9. ACCEPTANCE OF GOODS

9.1 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.

 

9.2 If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer carriage paid to the Seller in their original condition and packaging.

 

9.3 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost with-out prejudice to any other rights or remedies the Seller may have.

 

10. DEFECTIVE GOODS

10.1 Goods represented by the Buyer to be defective or not to conform to the contract which are returned to and accepted by the Seller as such will be replaced or repaid by the Seller at the Seller’s option in accordance with the original Order if required as soon as practicable or will be credited to the Buyer’s account as the case may be but shall not form the subject of any claim for work done by the Buyer, transport costs incurred by the Buyer in returning the Goods or any loss dam-age or expense or loss of profit on or any claim arising through the inability of the Buyer to re-sell the Goods or any other loss damage or expenses whatsoever or howsoever incurred by the Buyer.

 

10.2 No claim in respect of defective Goods will be valid unless made and the alleged defective Goods returned by the Buyer to the Seller at the Buyer’s expense within thirty days of the date of despatch of the Goods provided always that the Buyer has ensured that the Goods have been properly and carefully stored and car-ried in the interim, nor will such claim entitle the Buyer to cancel the remainder of the Order or any other Order or contract for the Goods made between the Seller and the Buyer.

 

10.3 The liability of the Seller in respect of any defective Goods supplied to the Buyer shall be limited to this Clause 10 and there shall be no liability at all for any defect notified to the Seller otherwise than as specified in this Clause 10 and the Seller shall be under no liability beyond such obligation in respect of any matter so specified nor shall the Seller have any further liability once Goods are repaired or replaced.

 

10.4 In the absence of notification by the Buyer pursuant to these conditions the Buyer shall be deemed to have accepted the Goods.

 

10.5 On acceptance of the Goods the Buyer shall be deemed to have accepted the Goods as being free from shortages, non-delivery, damage or faults. After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with an Order and acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.

 

11. TEST AND INSPECTION

Unless otherwise agreed by the Seller all testing and inspection specified by the Buyer or implied by an Order or customary to the Seller’s practice shall be at the Seller’s works and premises and shall be final and conclusive and the Seller reserves the right to make a reasonable charge therefor.

 

12. TERMINATION

12.1 The seller will be entitled to terminate the relationship with the Buyer forthwith and without giving prior notice to the Buyer if the Buyer is in breach of any of its obligations herein.

 

12.2 The right of the Seller to terminate the relationship shall be without prejudice to all other rights of the Seller under these conditions which have accrued at the date of termination and in particular in the event that the Seller should be entitled under the terms hereof to determine an Order for the Goods or to terminate the relationship between the Seller and the Buyer then the following provisions of this clause shall have effect:

 

12.2.1 The Seller shall not incur any liability whatsoever to the Buyer for any loss (whether consequential or otherwise) suffered by the Buyer as a result of such determination;

 

12.2.2 Such determination shall not affect any rights which may already have accrued to the Seller under the terms of this or any other Order and in particular (but without prejudice to the generality of the foregoing) the right of the Seller to full payment for any of the Goods already delivered to the Buyer;

 

12.2.3 The Buyer shall pay to the Seller the cost of all materials acquired and of all work done by the Seller in pursuance of this or any other Order whether or not any specific or ascertainable Goods shall have resulted from such materials or work.

 

13. BUYERS INSOLVENCY

The Buyer hereby acknowledges that before placing an Order it has expressly represented and warranted to the Seller that it is not insolvent and is not the subject of any Insolvency Event and in the event that the Buyer should default in or commit any breach of its obligations to the Seller under this or any other Order (whether such obligations are expressed to be imposed as conditions warranties or otherwise) or under these conditions, or cease to exist under the terms of its constitution, or is the subject of any Insolvency Event, or enters into an arrangement or composition for the benefit of its creditors, or suffers any distress or execution to be levied on its Goods then (without prejudice to any other rights of the Seller) the Seller shall be at liberty to cancel an Order (and/or any other Order between the Seller and Buyer) in accordance with Clause 12.1 hereof.

 

14. ACCESS

The Buyer agrees to provide unimpeded access to the Buyer’s property at all times for the employees and vehicles of the Seller its sub-contractors and carriers on or into the Buyer’s property for the purpose of delivering the Goods to the Buyer or investigating any matter relating to the Goods and neither the Seller its sub-con-tractors or carriers nor any of their respective employees shall be liable for any loss injury or damage caused whether negligently or otherwise to any property by or arising out of entry of such employees or vehicles on or into the Buyer’s property or any consequential loss or damage arising therefrom save in so far as the same may be covered by the insurance of the Seller and/or the Buyer as the case may be.

 

15. USE OF GOODS AND EQUIPMENT

15.1 The Buyer shall take all reasonable steps and such other steps as the Seller may from time to time require to ensure that the Goods shall be properly and safely used by the Buyer and by any other person in whose possession the same may come and shall disseminate in such manner and to such people as the Seller may require all information given to the Buyer by the Seller about the use for which the Goods have been delivered to ensure that the Goods shall be properly and safely used.

 

15.2 The Buyer warrants that until payment in full for the Goods have been received by the Seller from the Buyer the merchantability, condition, or fitness for purpose of the Goods shall not deteriorate in any respect fair wear and tear excepted.

 

16. RISK AND RESERVATION OF TITLE

16.1 The Goods shall be at the risk of the Buyer as soon as they are delivered by the Seller to the Buyer in accordance with Clause 3.

 

16.2 In spite of delivery being made title to the Goods shall not pass from the Seller until the Buyer shall have paid all monies owing by the Buyer to the Seller in full.

 

16.3 Whilst the title of the Goods remains with the Seller the following provisions of these conditions shall have effect:-

 

16.3.1 The Goods the subject of or connected to an Order shall remain the sole and absolute property of the Seller as legal and equitable owner and shall be held by the Buyer as bailee for the Seller and the Buyer shall obey any directions given by the Seller when making delivery of the Goods at no cost to the Seller and the Buyer shall store the Goods in a clean dry place and in such a manner that there is no detriment to the merchantable quality, fitness for the purpose or condition of the Goods;

 

16.3.2 The Seller shall have the right to enter any premises owned occupied or controlled by the Buyer or any premises owned occupied or controlled by any agent, independent contractor, sub-contractor courier any other third party on which the Goods the subject of an Order are or are reasonably thought to be situated for the purpose of retaking possession of the Goods and in any such case the Buyer hereby grants the Seller a licence to forthwith enter the premises where the Goods are stored and repossess the Goods and where the Goods are situated or reasonably thought to be situated on the premises of any party other than the Seller as afore-mentioned the Buyer will provide all relevant information regarding the location of the Goods and shall give all and any such assistance as the Seller may require to enable the Seller to retake possession of the Goods;

 

16.3.3 The Buyer shall cease to be entitled to possession of the Goods if an Insolvency Event occurs to the Buyer and if such event occurs without prejudice to the generality of Clause 16.3.2 above the Seller shall have the same rights to enter any premises to repossess the Goods as set out in Clause 16.3.2 above;

 

16.3.4 The Goods the subject of or connected to an Order shall be stored by the Buyer separately from any Goods not belonging to the Buyer in such a place and in such a manner as to indicate clearly that they are the sole and absolute property of the Seller and shall be so labelled by the Buyer;

 

16.3.5 Notwithstanding that the Buyer may cut or apply any manufacturing or other industrial process to the Goods or alter the Goods in any way the Goods shall remain the property of the Seller until title to the Goods passes to the Buyer under these conditions;

 

16.3.6 The Goods the subject of or connected to an Order shall be delivered up forthwith by the Buyer to the Seller on demand;

 

16.3.7 The Buyer shall not without the written authority (which authority shall not be deemed to be expressed or implied in these conditions) of the Seller deal with the Goods the subject of or connected to an Order in any way which might result in the Goods becoming incorporated in or mixed with other Goods which are not the subject of an Order;

 

16.3.8 Without prejudice to Clause 16.3.7 if the Goods the subject of or connected to an Order shall become incorporated in or mixed with other Goods belonging to the Buyer the Goods the subject of or connected to an Order shall remain and the product of such incorporation or mixture shall become and shall be deemed to be the sole and exclusive property of the Seller as bailor. If the Goods the subject of or connected to an Order shall become incorporated in or mixed with Goods belonging to any person or company other than the Buyer the product thereof shall become or shall be deemed to be owned in common by the Seller as bailor with such person or company. The Buyer shall keep full records of any such Goods so as to enable the Seller’s ownership or interest therein to be readily ascertainable;

 

16.3.9 Notwithstanding that title in the Goods (or any of them) remains with the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any sale is on the express condition that such agreement to sell shall be made by the Buyer as agent (save that the Buyer shall not hold himself out as such) and as bailee for the Seller whether the Buyer purports to sell on his own account or not and the entire proceeds of such sale shall be held in trust for the Seller in a separate bank account in the name of the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall at all times be identifiable as the money of the Seller;

 

16.3.10 If the Buyer shall not have received the proceeds of any such sale he shall if called upon to do so by the Seller exercise all rights against the person or persons to whom the Buyer shall have supplied any product or chattel made from or with the Goods the subject of or connected to an Order and any debt due to the Buyer following the re-sale of the Goods pending title to the Goods passing to the Buyer shall on demand by the Seller be assigned to the Seller together with all other rights which the Buyer may have against the debtor in respect of recovery of the debt or any part thereof;

 

16.3.11 The Seller shall be entitled to recover the price of the Goods (including value added tax where applicable) notwithstanding that property in any of the Goods has not passed from the Seller;

 

16.3.12 The Buyer shall not pledge or in any way charge by way of security for any indebtness any of the Goods which are the property of the Seller.

 

16.4 Without prejudice to any other rights of the Seller if there is any breach of this Clause 16 by the Buyer all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

 

17. INFRINGEMENT OF PATENTS REGISTERED DESIGNS OR COPYRIGHTS

17.1 The Buyer shall indemnify the Seller against all damages penalties costs and expenses to which the Seller may become liable as a result of work done in accor-dance with the Buyer’s specifications which involves any infringement or alleged infringement of a patent, registered design, copyright or any other intellectual prop-erty rights.

 

17.2 No right or licence is granted under this contract of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or resell the Goods.

 

18. DEFAULT IN PAYMENT

Should default be made by the Buyer in paying any sum due under any contract as and when it becomes due or should the Buyer be in breach in any respect of the contract entered into the Seller shall have the right with or without notice at the discretion of the Seller either to suspend all further deliveries until the default be made good or to determine any contract then subsisting so far as any further Goods remain to be delivered or exercise any of its rights pursuant to these conditions with-out prejudice to any claim or right the Seller might otherwise make or exercise.

 

19. EXPORT CONTRACTS

The following provisions will apply to any Order for the sale of the Goods when the Goods are exported outside the United Kingdom.

 

19.1 The Buyer shall be solely responsible for the payment of all import duties, charges assessments and the obtaining of any necessary export and import licences in respect of the Goods and the Seller shall be under no liability whatsoever in respect of the Goods exported without the necessary export licences.

 

19.2 Where the Goods are sold FOB or CIF all risk of loss or damage in transit shall pass to the Buyer when the Goods are placed on board ship notwithstanding that the property in the Goods may not have passed to Buyer and the Seller shall be under no obligation to give to the Buyer the notice specified in section 32(3) of the Sale of Goods Act 1979.

 

19.3 The Seller shall be under no liability whatsoever including (without prejudice to the generality of the foregoing) liability in tort and in contract including liability for consequential loss (including loss of profit) or damage of any kind howsoever caused or arising from any defect in failure or unsuitability for any purpose of the Goods any faulty design, workmanship or materials or for any other cause whatsoever and all conditions warranties or other terms expressed or implied statutory or otherwise are hereby expressly excluded.

 

19.4 All contracts made between the Buyer and the Seller shall be governed and construed in accordance with English law and the Uniform Laws on International Sales Act 1967 shall not apply.

 

20 EXCLUSION OF LIABILITY

The Seller shall be under no liability whatsoever for any defects in or unsuitability for any purpose of the Goods or any part thereof nor any liability in tort nor for any consequential loss whether the same be due to any omission negligence or wilful default of the Seller its servants or agents and all conditions or warranties (whether expressed or implied statutory or otherwise) inconsistent herewith are hereby expressly excluded in so far as such exclusion of liability may be lawful.

 

21 INDEMNITY

The Buyer agrees to indemnify and to keep indemnified the Seller against all loss damage actions claims expenses and costs including but not limited to financial loss whatsoever and howsoever arising whether directly or indirectly out of or in connection with any breach non-observance or non-performance of its obligations under an Order and these conditions.

 

22 GENERAL

22.1 All Goods are supplied on the conditions set out herein and no person in the employment or acting otherwise as agent of the Seller or purporting to do so other than a director of the Seller has authority to accept Orders or supply the Goods on any other conditions or to vary these conditions in any way whatsoever and any previous dealings between the Seller and the Buyer shall not vary or replace these conditions or to be deemed in any circumstances whatsoever so to do and acceptance of the Goods from the Seller shall be conclusive evidence before any court or arbitrator that these conditions apply.

 

22.2 No neglect or forbearance by the Seller in pursuing any claim or right hereunder against the Buyer shall prejudice or in any way affect the Seller’s rights here-under.

 

22.3 All specifications colours illustrations drawings diagrams and the like in any catalogue trade literature or other published materials are of a general informative nature only and do not form part of an Order, and the Buyer warrants that it will update all its appropriate manuals and documents and shall supply information to any third parties in accordance with the latest information published by the Seller.

 

22.4 Any notice required to be served pursuant to these conditions of sale shall be in writing and served by first class post or by hand on the Seller at Carelabels.co.uk 38 Birchwood Road, Keighley, BD20 6BX or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business.

 

22.5 The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums to be repaid in respect of the price. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.

 

22.6 These conditions shall be governed by and construed in accordance with the laws of England and (without prejudice to any other right of the Seller) the Seller may (in its absolute discretion) elect that any dispute arising out of these conditions be referred to and determined by the courts of England.

 

22.7 Any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment from time to time in force.

 

22.8 Any reference to the masculine shall include the feminine.