“Seller’ means ISF Group Ltd (or where appropriate one of its subsidiaries Companies) whose registered office is at Thurmaston Boulevard, Leicester. LE4 9HS
“Buyer” means any person, firm or company placing an order with the Seller.
“Conditions” means these conditions of sale and any additional or amended condition accepted by the Seller pursuant to clause
2.3. “Contract” means the contract between the Seller and the Buyer for the manufacture, Supply and where appropriate design of the Goods for the buyer.“Goods’ means all goods included in the Buyer’s order, which are to be supplied to and as appropriate designed and manufactured for the Buyer by the Seller.
2 FORMATION OF CONTRACT
2.1 The Contract shall be formed by the Seller’s acceptance (however made or communicated) of the Buyer’s order and shall be subject to these Conditions.
2.2 These Conditions are the sole terms and conditions of any sale by the Seller to the Buyer Terms and conditions on the Buyer’s order form or other documents shall not bind the Seller and the Buyer’s acceptance of these Conditions.
2.3 The terms of the Contract shall not be varied unless the Seller expressly makes or accepts any variation in writing.
2.4 The Contract may only be cancelled by the Buyer with the Seller’s prior written consent and upon cancellation the Seller shall be entitled to invoice the Buyer for all work carried out to date by the Seller under the Contract including any costs and expenses incidental to that work.
3 QUOTATIONS AND SAMPLES
3.1 The prices and quantities stated by the Sellerare not binding on the Seller. They are commercial estimates only which the Seller willmake all reasonable efforts to achieve.
3.2 Any samples given by the Seller correspond with the Goods as far as is reasonably possible given the nature of the goods but this is not a sale by sample and samples are not to be treated as forming part of the Contract.
3.3 The Seller is prepared to receive the Buyer’s order by telephone but will be under no liability whatsoever for any error or omission claimed by the Buyer to have arisen in relation to a telephone order and the Contract shall be treated as relating to the Goods as actually supplied
3.4 To ensure that any advice or recommendations required by the Buyer is given by an appropriate representative of the Seller, the Buyer acknowledges that any advice or recommendations given by the Seller 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 adverse results of any such advice or recommendation which has not been so confirmed in writing.
Orders are accepted by the Seller subjected to availability of products and raw materials from suppliers required to fulfil an order.
5.1 Delivery of the Goods shall be made inaccordance with the Contract by the Seller (or its agents) delivering (by a method of transport the Seller thinks suitable), to a place agreed by the parties or by the Buyer collecting the Goods at any specified time agreed by the Seller (or its agents) at the Seller’s designated premises.
5 2 Where delivery is made by the Seller or its agents the Buyer will provide safe and proper means of access to the Buyer’s delivery points and, if appropriate for any vehicles used by the Seller or its agents and carriers. If the Buyer fails to provide suitable means or facilities for the reception and unloading or the Goods (including where reasonably needed, the attendance of the Buyer’s representative at such delivery) the Seller shall be entitled to withhold delivery and / or to charge the Buyer for any additional costs and time thereby incurred or spent by the Seller.
5.3 The Seller shall use reasonable efforts to meet delivery dates, but dates for delivery are estimates only and delivery is subject to performance by the Seller’s own suppliers and haulage contractors. The Seller shall not be liable to the Buyer for any loss or damage whether direct, indirect or consequential by reason of delay in whole or in part, in delivering the Goods . The Goods may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
5.4 If the Buyer refuses or fails to take delivery of the Goods within the Buyer’s normal working hours on the date of delivery, the Seller may store the Goods at the Buyer’s risk and the Buyer shall in addition to the price payable under
clause 7 pay all costs and expenses of such storage incurred and if the Buyer fails to take delivery after 14 days following the date of delivery, the Seller may recind the Contract and sell the goods to a third party.
5.5 The Buyer must Inspect all goods immediately on delivery If any Goods are damaged or lost the Buyer must immediately endorse tie delivery note accordingly and submit a detailed written claim to the Seller within three days of delivery of the Goods. The Buyers signature on the delivery note without any such endorsement shall release the Seller from any liability in respect of damage or loss in transit or short delivery.
5.6 The Buyer shall sign all appropriate the
paperwork required by the Seller before accepting the Goods and must be in possession of and fully cognisant with the appropriate Health arid Safety Data Sheet and comply with all the requirements specified therein
5.7 The Buyer Shall indemnify the Seller against any loss or expenditure incurred by the Seller, and against any liability which the Seller may be under to any third party as a result directly or indirectly of any breach by the Buyer of its obligations under this clauses 5.
5.8 The Seller may deliver in installments if it wishes and each delivery shall constitute a separate contract. Failure by the Seller to deliver one or more of such installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to any remedies by adjustment of or in relation to any other relevant contract or installment
6.1 Except as otherwise provided in these Conditions the risk of loss or damage to the Goods passes to the Buyer upon delivery.
6.2 The Buyer shall insure the Goods (with the name of the Seller noted on the policy until title passes pursuant to clause 9 or until the Seller retakes possession of them) from the time that risk passes and shall produce the policy to the Seller for inspection on request. If the Buyer fails to insure the Goods, the Seller may do so and recover the Cost from the Buyer.
The price payable for the Goods shall be as stated in the Seller’s current price list unless otherwise stipulated in writing by the Seller.
7.2 The price is exclusive of any storage and additional costs incurred under clause 5.2. Value
Added Tax, customs duties and all other taxes, duties and expenses in respect of the Goods all of which shall be added to the price for the Buyer’s account.
7.3 The Seller may at any time increase the price payable for the Goods by an amount equal to the increase in the Seller’s cost in carrying out its obligations under the contract (including but limited to an increase in raw materials, labour or energy costs) and a proportionate increase in price required to preserve the Seller’s profit margin. Where delivery is by instalments the Seller shall be entitled to increase the price as stated in this clause in respect of any Goods undelivered at that time.
8.1 Where the Buyer does not immediately pay for the Goods in full the Buyer shall:
8.1.1 in the case of a credit account, pay for the Goods in full, in pounds sterling within 30 days after the end of the month in which the Goods are invoiced and
8.1.2 in the case of a cash account pay for the Goods in full, in pounds sterling by the end of the month in which goods were supplied
8.2 If payment is later than the Seller may without prejudice to its other rights, charge interest at a daily rate equivalent to 4% per annum above the base rate of Barclays bank from time to time in force on the balance outstanding until payment is made in full
8.3 The Buyer shall not be entitled to set off or withhold any credit claimed or payments due to the Seller under this or any other Contract.
8.4 Where appropriate the Seller will issue credit notes to the Buyer which shall be off set only against such invoices as the seller specifies.
Cash refunds against credit notes will be given at the Seller's discretion.
9 RETENTION OF TITLE
9.1 The Seller retains title to and owns all Goods until it has received payment in full for all sums due under this and all the Contracts. All payments received from the Buyer shall be appropriated to such of the Seller's invoices as the Seller may decide in Its absolute discretion.
9.2 Subject to clause 9.3 the Goods shall be stored separately from any goods belonging to the Buyer or any third Party and shall be kept clearly marked as being the sellers property until all goods have been fully paid for.
9.3 Until title to goods passes to the buyer, the buyer shall be entitled to sell or use goods, and as the Seller’s fiduciary agent and bailee but shall account to the seller for the proceeds of the sale or otherwise of the Goods.Whether tangible, including insurance proceeds and shall keep all such proceeds separate from any property of the Buyer or third parties and in the case of tangible proceeds, property stored and insured.
9.4 The Buyer shalI not assign, lease charge orgrant rights to third parties over the Goods in anyway until they have been fully paid for by the Buyer.
9.5 Where Goods to which title has not yetpassed to the Buyer are inextricably mixed with the goods of other persons, title to such mixed goods shall vest in the Seller and those persons jointly, Title shall be held as trustees for sale and the proceeds of the sale shall be applied first in meeting the expenses of any sale, secondly in satisfying the full invoice price of the goods owing to the Seller and any third parties pro rata to the sums owed to those persons with the balance (if any) being paid to the Buyer.
9.6 If the Buyer does not pay the Seller in full when due, compounds with its creditors, execute an assignment for the benefit of its creditors, has a bankruptcy order made against him or being a company enters into voluntary or compulsory liquidation or has an administrator or administrative receiver or receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent or if the Seller has reasonable cause to believe that any of these events is likely to occur, the Seller shall have the right, without prejudice to any other remedies:
9.6.1 to enter without prior notice any premises where Goods owned by it may be and to repossess and dispose of any Goods owned by it so as to discharge any sums owed by it by the Buyer under this or any other contract:
9.6.2 to require the Buyer not to resell or part with possession of any goods owned by the Seller until the Buyer has paid in full sums owed by it to the Seller under this or any other contract; and
9.6.3 withhold delivery of any undelivered Goods. Unless the Seller expressly elects otherwise, any contract between it and the Buyer for the supply of Goods shall remain in existence notwithstanding any exercise by the Seller of its rights under this clause.
9.7 The Buyer hereby irrevocably licenses the Seller to enter any premises occupied by the Buyer where the Seller reasonably believes Goods owned by it are stored at any time to inspect and/or remove such Goods.
9.8 Until such time as property in the Goods passes to the Buyer , the Seller shall be entitled at any time to require the Buyer to deliver the Goods to the Seller and the Seller shall comply with any such respect as soon as practicable therafter.
10 INTELLECTUAL PROPERTY AND PACKAGING
10.1 Subject to clause 10.3 the Composition of Goods and the method of their manufacture is a trade secret owned by the Seller. All rights are reserved to the seller.
10.2 Where the Seller has manufactured Goods in advance of the Buyers order in expectation of a continued course of dealing, the Buyer licenses the Seller to dispose of such Goods (but not to manufacture any more) notwithstanding that they include the Buyer’s trademarks, copyright and get-up.
10.3 No warranty or representation is given by the Buyer that the Goods do not infringe any patents, trademarks registered designs or other industrial rights of third parties.
10.4 The Supply of goods by the Seller shall not confer any right upon the Buyer to use any of the Seller’s trade marks (except in the re-sale of goods in the packaging supplied by the Seller). Or any of the Seller’s patents , trademarks or design rights , and at all times such patents, trademarks or design rights shall remain the absolute property of the Seller.
10.5 The Buyer shall not alter any packaging comprising the Goods and shall not obliterate or obscure any warnings or advice appearing on such packaging concerning the use, storage or disposal of the goods.
11.1 The Seller warrants that the Goods will be of satisfactory quality at the time of delivery and the Seller shall at its option refund the purchase price or replace free of charge any Goods which are defective provided:
11.1.1 the Buyer makes a full inspection of the goods immediately upon delivery.
11.1.2 the Buyer notifies the Seller forthwith of any defects which it discovers or within a reasonable time after discovery of any defect where that defect was not apparent on reasonable inspection, and
11 1 3 the Goods are either made available to the Seller for inspection or analysis or returned to the Seller at the buyers own expense as the seller may request.
11.2 Subject to clause 1.2 the Seller liability to Buyer for any breach of warranty shall not exceed the price paid for the goods in respect of which any claim is made.
11.3 Except as provided for in these Conditions there are no warranties, express or implied of suitability or of fitness for a particular purpose or of any other kind except as to title In particular all conditions and warranties would otherwise be implied by statute or under the common law are hereby excluded.
12.1 The Seller shall under no circumstance be liable for and the Buyer shall effect and maintain appropriate insurance in respect of any indirect
special or consequential loss (including loss of anticipated Profit or third party claims) however arising either from breach of any of the sellers obligations under the Contract or from the supply of or intended use of Goods, even if the seller has been advised of the possibility of potential loss except that (only in the case of contracts which are not International contracts as defined in Section 26 of the Contracts Terms Act 1877) the Seller shall be liable for loss arising from death or personal injury resulting from the proven negligence of the Seller and nothing in these Conditions shall have the effect of excluding or limiting any the liability of Seller under the Consumer Protection act 1987 to a person who has suffered damage caused by a defective product, or to a dependent or relative of such person
12.2 The Buyer shall indemnify the seller in respect of any claims and proceeding against the Seller and any costs, charges and expenses incurred by the Seller in connection with such claims and proceedings to the extent that the Seller has limited or excluded in its liability in respect of such claims and proceed clause 5.3,11 and 13.
13 REGULATIONS AND LABELLING
13.1 The Buyer shall be responsible for compliance with all relevant laws and regulations and for obtaining and maintaining at its expense any necessary import or export licenses. Customs clearance, exchange control consent of other authorisations and permits that the Buyer shall ensure that the Goods are at all times labeled in such a way as to ensure which a person is entitled to expect the Goods
13 2 The Seller accepts no responsibility content or design of the Buyer’s labels literature where these are provided other than by the Seller. Where the Seller is involved creating the design or text of such items it does so as agent of the Buyer.
14 VARIATIONS FROM SPECIFICTION
14.1 By their nature the type of goods supplied by the seller vary from precise specification depending on the raw materials and formulation used The Seller therefore does not warrant precise compliance with technical or data sheets and labels describing them which are not warranted or represented The Seller warrants that the Goods will be within the tolerances specified by the Seller
14.2 The Seller reserves the right use to alternative raw materials or formulations in preparing the Goods without notice to the buyer but so that the Goods shall not be rendered until for the purposes as communicated to the seller. Minor changes in the colour, appearance performance in the Goods as a result be actionable by the Buyer.
14.3 Goods supplied by the Seller as “trial products” at the request of the Buyer are provided for test purposes only and the buyer shall be solely responsible for any loss damage arising from or related to them
15 FORCE MAJEURE
The Seller shall not be liable to the Buy loss or damage caused to or suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being prevented, restricted hindered or delayed by reason of any circumstances outside the reasonable control of the Seller including but without lirnitation, fire, labour dispute. flood. act of God. or any circumstances affecting the provision of the Goods, their raw materials or part thereof by the Seller’s usual source of supply
The failure of the Seller to insist upon the strict performance of any of the terms and conditions on the Contract shall not be construed as a waiver of any such term or condition and shall no way affect the Seller’s right to enforce provision at a later date
If any of the terms and conditions of the contract are found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such term or conditions, shall not affect any other term or condition and all terms and conditions not affect any other term or condition and all terms and conditions if affected buy such invalidity, ineffectiveness or unenforceability shall remain in fall force effect
18 GOVERNING LAW
The construction, validity and performance of the Contract is governed by English law and by entering into the Contract the parties submit to the jurisdiction of the English Courts