Tetrosyl Ireland
Terms and Conditions of Sale
1. Interpretation
1.1 In these Conditions, “Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. “Goods” means the goods (including any installment of the goods or any parts thereof) which the Seller is to supply in accordance with these Conditions and shall include services where the context so permits. “Seller” means Tetrosyl Ireland, whose registered office is at Bevis Green Works, Walmersley, Bury, BL9 6RE. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. “Contract” means the contract for the purchase and sale of the Goods. “Writing” includes email and comparable means of communication.
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.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorized representative of the Buyer and a Director of the Seller.
2.3 The Seller’s employees or agents are not authorized 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.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical, or other errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 The drawings of products and models supplied by the Seller and all copies thereof and the copyright therein shall remain the property of the Seller. The Buyer shall be responsible for the custody and safety of and shall not part with any such drawings or models to any third party without the Seller’s consent. The Buyer shall immediately, at the request of the Seller, return such drawings and models to the Seller.
2.7 Any paint stands, pallets, or other equipment supplied by the Seller shall remain the property of the Seller and the Buyer shall be responsible for the custody and safety of such equipment and shall immediately at the request of the Seller return such equipment to the Seller.
3. Orders and Specifications
3.1 Quotations do not constitute an offer. Quotes are valid for 30 days and are exclusive of all duties, levies, and value-added and other taxes.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) 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 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 quotations (if accepted by the Buyer) or in the Buyer’s order (if accepted by the Seller). Illustrations and specifications in the Seller’s catalogues are not warranted by the Seller, do not constitute a description, and shall not be deemed to form part of any subsequent contract between the Seller and the Buyer.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform 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 canceled by the Buyer except with the agreement in Writing of the Seller and on 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.
3.6 The Buyer will indemnify the Seller against all costs, expenses, loss, or damage incurred by the Seller as a result of infringement or alleged infringement of letters, patents, trademarks, or trade names, or registered designs, or any other protected rights in relation to products, manufactured or designed by the Seller to specifications by the Buyer.
4. Price of the Goods
4.1 The price of the Goods shall be the price listed in the Seller’s published price list current at the date of acceptance of the order. Goods are sold ex-warehouse.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the prices 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 (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials, or other costs of manufacture). Any change in delivery dates, quantities, or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
5. 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 for 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 the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods within 30 days of the month-end of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.
5.3 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:
5.3.1 Cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of five percent per annum above Lloyds TSB Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).