Conditions of Sale (Terms)
Interpretation1.1 In these conditions:
"Buyer" means the person who accepts a quotation of the seller for the sale of the Goods or who's order for the goods is accepted by the seller.
"Goods" means the goods which the seller is to supply in accordance with these conditions.
"Seller" means Riva Paoletti Limited (registered in England under number (2090119).
"Conditions" means the standard terms and conditions of sale set out in this document..
"Contract" means the contract for the purchase and sale of the goods.
"Writing" include telex, cables, facsimile transmission and comparable means of communication.
"Associated " means any company which for the time being is a company having an ordinary share capital (as defined in s 832 of the Income and Corporation Taxes Act 1988) of which not less than 50 per cent is owned directly or indirectly
"Companies" by the seller or its holding company applying the provisions of s 838 of the Income and Corporation Taxes act 1988 in the determination of ownership.
1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
Basis of the sale.
2.1 The seller shall sell and the buyer shall purchase the Goods in accordance with any written quotation of the seller which is accepted by the buyer, or any written order of the buyer which is accepted by the seller. These Conditions shall govern the contract to the exclusion of any other terms and conditions. Any Quotation which is accepted or purported to be accepted, or any such order which is made or purported to be made, by the buyer shall be governed by these Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the duly authorised representatives of the buyer and the seller.
2.3 The seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the seller in writing. In entering into the contract the buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
Orders and specifications
3.1 No order submitted by the buyer shall be deemed to be accepted by the seller unless and until confirmed in Writing by the seller's authorised representative.
3.2 The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order submitted by the buyer, and for giving the seller any necessary information relating to the Goods within a sufficient time to enable the seller to perform the contract in the accordance with its terms.
3.3 The quantity, quality and description of and any specification for the goods shall be those set out in the Seller's quotation (if accepted by the buyer) or the buyer's order (if accepted by the seller).
3.4 The seller reserves the right to make any changes in the specification of the goods which are required to confirm with any applicable safety or other statutory requirements or, where the goods are to be supplied to the seller's specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the seller may be cancelled by the buyer except with the agreement in writing of the seller and on the terms that the buyer shall indemnify the seller in full against all loss (including loss of profit), costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by the seller as a result of cancellation.
Price of Goods.
4.1 The price of the goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the seller's published price list current at the date of acceptance of the order. Where the goods are supplied for export from the United Kingdom, the Seller's published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the buyer, after which time they may be altered by the seller without giving notice to the buyer.
4.2 The seller reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the seller, any change in the delivery dates, quantities or specifications for the goods which is requested by the buyer, or any delay caused by any instruction of the buyer or failure of the buyer to give the seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the seller, and unless otherwise agreed in writing between the buyer and the Seller, all prices are given by the Seller on any ex works basis, and where the seller agrees to deliver the goods otherwise than at the Seller's premises, the buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value-added tax, which the buyer shall be additionally liable to pay to the Seller.
Terms of payment.
5.1 Subject to any special terms agreed in writing between the buyer and the Seller, the Seller shall be entitled to invoice the buyer of the price of the goods on or at any time after delivery of the goods, unless the goods are to be collected by the buyer or the buyer wrongfully fails to take delivery of the goods, in which event Seller shall be entitled to invoice the buyer for the price at any time after the seller has notified the buyer that the goods are ready for collection or (as the case may be) the Seller has tendered delivery of the goods.
5.2 If the goods are delivered in instalments the Seller shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whenever delivery has been made notwithstanding non-delivery of other instalments or other default on the part of the Seller.
5.3 The buyer shall pay the price of the goods without any deduction whatsoever by the 10th day of the month after the month in which the Seller's invoice is dated notwithstanding that delivery may not taken place and the property in the goods has not passed to the buyer or by a date as agreed in writing by the Seller and the buyer. The time of payment of the price shall be of the essence of contract. Receipts for payment will be issued only upon request.
5.4 If the buyer fails to make any payment on the due date then , without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the buyer interest (both before and after any judgement ) on the amount unpaid, on a daily basis, at the rate of 4 per cent per annum above Midland Bank PLC base rate from time to time, until payment in full is made and the buyer shall pay the Seller such interest and reimburse to the seller all costs and expenses (including legal costs) incurred in the collection of any such overdue payments.
6.1 Delivery of the goods shall be made by the buyer collecting the goods at the Seller's premises at any time after the Seller has notified the buyer that the goods are ready for collection or , if some other place for delivery is agreed by the Seller, by the seller delivering the goods to that place.
6.2 Any dates quoted for delivery of the goods are approximate only. The seller shall not be liable for any late or non-delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the seller in writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
6.3 Where delivery of the goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 Where the goods are to be delivered in instalments the Seller may deliver the goods by instalment in any sequence and each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the buyer in respect of any one or more instalments shall not entitle the buyer to treat the contract as a whole as repudiated.
6.5 If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller's reasonable control or the buyer's fault, and the Seller's liability shall be limited to the excess (if any) of the cost to the buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
Risk and property
7.1 Risk of damage to or loss of the goods shall pass to the buyer:
7.1.1 in the case of the goods to be delivered at the Seller's premises, at the time when the seller notifies the buyer that the goods are available for the collection; or
7.1.2 in the case of the goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the Seller has tendered delivery of the goods.
7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the goods shall not pass to the buyer until the buyer has settled in cash or cleared funds all monies outstanding to the Seller or any Associated Companies (including but without limitation any balances existing at the relevant time being due to the Seller on any legal grounds any payments made for the purpose of settlement of specifically designates claims.
7.3 Until such time as the property in the goods passes to the buyer ( and provided the goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and, if the buyer fails to do so forthwith, to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods.
7.4 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller, but if the buyer does so all moneys owing by the buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Warranties and liability.
8.1 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 Any claim by the buyer which is based on any alleged defect in quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify the Seller accordingly, the buyer shall not be entitled to reject the goods and the Seller shall have no liability for such alleged defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the Contract.
8.3 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these Condition the Seller shall be entitled to replace the goods ( or the part in question ) free of charge or, at the Seller's sole discretion, refund to the buyer the price of the goods ( or a proportionate part of the price), but the seller shall have no further liability to the buyer.
8.4 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise ), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of goods or their use or resale by the buyer, except as expressly provided in these conditions.
8.5 The Seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
8.5.1 Act of God, explosion, flood, tempest, fire or accident;
8.5.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.5.3 Acts, restrictions, regulation, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.5.4 Import or export regulations or embargoes;
8.5.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party)
8.5.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.5.7 Power failure or breakdown in machinery.
Insolvency of the buyer.
9.1 This clause applies if:
9.1.1 The buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm ) becomes bankrupt or ( being a company ) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction ); or
9.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the buyer; or
9.1.3 The buyer ceases, or threatens to cease, to carry on business; or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payment notwithstanding any previous agreement or arrangement to the contrary.
10.1 In this Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail.
10.2 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the buyer and the Seller) apply notwithstanding any other provision of these Conditions.
10.3 The buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
10.4 Unless otherwise agreed in writing between the buyer and the Seller, the goods shall be delivered FOB the air or seaport of shipment and the Seller shall be under no obligation to give notice under section 32 (3) of the Sale of Goods act 1979.
10.5 The buyer shall be responsible for arranging for testing and inspection of the goods at the Seller's premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the buyer in favour of the Seller and confirmed by a bank in the relevant country which is acceptable to the Seller or, if the Seller has agreed in writing on or before acceptance of the buyer order to waive this requirement, by acceptance by the buyer and delivery to the Seller of a bill of exchange drawn on the buyer payable 60 days after sight to the order of the seller at such branch of Midland Bank in England as may be specified the bill of exchange.
11.1 Any notice required or permitted to be given by either party to the other under these Condition 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.
11.2 No waiver by the Seller of any breach of contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.4 Any dispute arising under or in connection with these conditions or the sale of the goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the president for the time being of the law society.
The contract shall be governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.