7. Damage in Transit
Before off loading the Buyer must inspect goods for damage. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the delivery ticket is noted ‘arrived in damaged condition’ or with a statement of the damage or loss and a formal claim is made within three days. Tickets signed ‘unexamined’ will not be accepted by the Seller as a basis for a claim by the Buyer. Any claim made for damaged goods should state the nature and extent of the damage, not necessarily the money value. The Seller’s legal liability in respect of claims under this clause shall be limited to the invoice price of the damaged goods and the Seller shall accept no liability for damage to goods whilst being unloaded by the Buyer its employees or agents.
8. Acceptance of the Goods
(a) The Goods shall be deemed to have accepted by the Buyer on the date when deli- very has been made to an address in accordance with delivery instructions unless the Seller receives within 15 days of such date written notification with sufficient and valid reasons that the goods do not comply with the contract
(b) for the purposes of this clause no account shall be taken for additions, minor omis- sions or defects which do not materially affect the commercial use of the goods.
9. Guarantee and general Liability
The Seller will at its own expense repair, or replace the goods, or any part thereof which are proved, to the reasonable satisfaction of the Seller, to have been defective in material or workmanship at the time of acceptance of the goods by the buyer provided that written notice of each such defect is given to the Seller within twelve months of the delivery of the goods to the Buyer. This period may be extended upon receipt of alternative conditions supplied by the manufacturer. The equipment is installed and commissioned to the satisfaction of the Seller The Seller is given full opportunity to investigate and inspect the goods and defective parts thereof The Seller does not accept responsibility for defects or damage caused or contributed to by (i) unsuitable or careless care or handling or faulty erection, installation or assembly or operation by the Buyer (or for any other person other than the Seller or its employees) or (ii) normal wear and tear or (iii) any alteration additional to or adaptation of the goods made without the written approval of the seller, or (iv) defect occurring in or damage caused by goods or parts of goods manufactured by persons other than the Seller (whether supplied separately or incorporated in the goods) except to the extent to which the Seller actually received indemnity from such persons. The Buyer shall give the Seller such time to effect all such repair and substitutions as the Seller considers necessary to implement this guarantee. The Seller may refuse to fulfil this guarantee or any part thereof if and so long as the Buyer does not fulfil its contractual obligations under this or any other contract subsisting between the Seller and the Buyer.
10. Imprints
Where the Seller’s patents registered designs and copyright features are embodied in the design of goods an imprint to that effect may be affixed and it must not be defaced, obliterated or removed unless otherwise agreed. The Seller shall be entitled to write or affix its name or trade plate on the goods.
11. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party‘s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party‘s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers or subcontractors.
Copyright Jacob (UK) Limited 2015 TERMS AND CONDITIONS OF BUSINESS
12. Termination
If the Buyer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy, or enters into an agreement or composition with his creditors, or goes or is put into liquidation (other than solely for amalgamation or reconstruction), or if a receiver is appointed over any part of the Buyer’s business, the Seller may without prejudice to any rights which may have accrued in him, terminate the Contract summarily by notice in writing.
13. Arbitration
These conditions of Sale and any contract arising here under shall in all respects be construed in accordance with the Laws of England. Any dispute which may arise hereunder shall be referred to a single arbitrator in accordance with the Arbitration Act 1996 or any statutory modification or re enactment thereof.
14. Variation of Conditions
No notification of or addition of these conditions of sale shall be effected by the acknowledgement of the Buyer’s purchase order containing additional or different provisions unless it is in writing and signed by the Seller.
15. Cancellations
The Seller may make a charge for cancellation of any Contract by the Buyer after receipt of the Seller’s Order Acknowledgement Form.
16. Waiver Failure by the Seller to insist upon strict performance of the terms and conditions of this contract shall not be deemed a waiver of any subsequent default hereof.
17. Notices
Any and all notices given under this contract shall be in writing and sent by first class post to the registered or principal office of the person to whom it is addressed and shall be deemed to have been received in the case of the Buyer having its registered or principal office in the United Kingdom two working days after the date of posting thereof. In the case of the Buyer having its registered of principal office outside the United Kingdom six working days after the date of posting thereof.
18. Rights of third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999,and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
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