ISC Terms & Conditions of Sale
Conditions of sale shall apply to all orders given to and accepted by International Safety Components Ltd. In these conditions “the seller” means International Safety Components Ltd, “the buyer” means the person, firm or company purchasing the goods, “the goods” means the goods or materials which shall be the subject of the contract between the seller and the buyer.
- Incorporation of Conditions of Sale
All goods are sold or agreed to be sold by the seller subject to these conditions of sale which override any other terms or conditions stipulated or referred to by the buyer, whether in the order or in any document issued by the buyer or in any negotiations, and so that these conditions of sale are the only terms or conditions upon which the seller sells or supplies the goods.
- Where credit terms apply, payment is due within 30 days of the date of the seller’s invoice to the buyer.
- If any payments due to the seller are not made on the due date the seller reserves the right to suspend any or all the deliveries of goods ordered by the buyer and/or by notice in writing to the buyer to cancel the contract without being liable for the consequential loss.
- The seller reserves the right to charge the buyer interest on any sum outstanding beyond the period of credit allowed at the rate of 2% per month or part of a month.
- Accounts are strictly net
No allowances will be made at settlement unless previously acknowledged by the seller’s official credit note.
- Stated delivery terms shall not be binding on the seller. The seller shall not in any event be liable for any cost or damage caused by any reason of any delay in delivery.
- A goods delivery will be assumed to have been made unless proof of delivery is requested within 14 days of invoice date. The buyer shall be deemed to have examined the goods at the time of delivery.
- This contract is divisible. Each delivery made hereunder:
A) Shall be deemed to arise from a separate contract and
B) Shall be invoiced separately and any invoice for a delivery shall be payable in full, in accordance with the terms of payment provided for herein, without reference to and notwithstanding and defect of default in the delivery of any other instalment.
- Force Majeure
The seller shall not be liable in any way for loss or damage arising directly or indirectly through or in consequence of delivery of the goods being prevented or delayed by happenings or occurrences due to or by reason of mobilisation, hostilities, acts of the Queen’s enemies or war (whether declared or not), government action, departmental instructions or act of god, riots, combination of workmen, lockouts, strikes or disturbances wherever taking place, shortage of labour, raw materials, fuel or power in consequence of non-delivery or any other cause, want of transport, accidents, fire, flood, blocking of or accidents to aeroplanes, shipping or railway lines, failure of ships to sail at advertised times, reduction or stoppage of output at the works where the goods are being manufactured or premises to which they are to be delivered through fire, flood, heat, frost, storm, tempest or intemperate weather, breakdown, accidents to machinery, late provision to the seller of any materials information or instructions pertinent to the fulfilment of the order for the goods by the seller, or any other causes or any circumstances whatsoever beyond the seller’s control or any acts of the third parties whether criminal or otherwise, and in these circumstances the seller expressly reserves the right to cancel or suspend the whole or any part of any delivery.
The seller may deliver against an order an excess or deficiency of up to 10% of weight or volume ordered. The quantity actually delivered will be stated in the invoice.
- Warranty and Liability
- The seller warrants that the goods are manufactured with all care and skill and where applicable comply with the standard specifications set out in the seller’s published literature in relation to the goods current at the date hereof and made available to the buyer and that the goods are of merchantable quality.
- The application, use and processing of the goods is the absolute responsibility of the buyer. Any technical and other advice, information and data provided by the seller, whether verbally, in writing or by way of trials or tests, is given without warranty as to the suitability of the goods for their intended purposes and applications.
- The buyer shall be deemed to have examined the goods at the time of delivery and unless notice of any defect is given by the buyer and received by the seller within 14 days after delivery the seller shall be relieved and discharged from any liability in respect thereof.
- The foregoing paragraphs inclusive shall apply save that if any act of parliament or other statutory provisions for the time being in force shall avoid or make enforceable any of the provisions thereof such paragraphs shall be deemed to apply with the exclusions of those provisions thereof which shall be void or enforceable as aforesaid.
- Patents & Trade Marks
- No warranty or representation is given by the seller that the goods do not infringe any letters patent, Trade Marks, registered designs or other industrial rights.
- The use of the seller’s Trade Marks requires the prior written approval of the seller.
The contract of which these conditions form part is personal to the buyer who shall not assign the benefit thereof without the seller’s written consent.
- Proper Law
The construction, validity and performance of this contract shall be governed by the law of England.
- Property and Risk
- Delivery of the goods shall be:
- Where the seller undertakes delivery of the goods when they are loaded off the seller’s vehicle, ship or other transport at the station port or address specified by the buyer,
- Where the buyer undertakes to collect the goods, when they are loaded onto the buyer’s vehicle or other transport at the address of the seller.
- Passing of property:
- If such payment is overdue in whole or in part the seller may (without prejudice to any of the seller’s other rights) recover or resell the goods or any of them and may enter upon the buyer’s premises for that purpose.
- If any of the goods are incorporated in other goods before such payment the property in the goods delivered by the seller shall nevertheless be and remain with the seller until such payment has been made.
- The buyer agrees to store all such goods in such a way that they are readily identifiable as the property of the seller.
- Where any goods delivered under this contract have been sold by the buyer then the buyer shall so sell as agent for the seller and shall be trustee for the seller of the proceeds of sale thereof until such time as the seller shall have been paid in full for such goods.
- Not withstanding the provisions in sub-clause (A) hereof the sold goods shall be at the risk of the buyer from the time when they cease to be in possession of the seller and in particular when they are delivered into the possession or custody of a carrier, forwarding agent, Warehouseman or other Bailee or agent for the purpose of transmission whether such persons be in contract with or instructed by the seller or the buyer.
If the buyer shall commit any breach of these conditions or if any distress or execution shall in the sole opinion of the seller, be unable to pay the seller for the goods or suspend payment of its debts or make any arrangements with its creditors, or being a company have a receiver appointed of its assets, or pass any resolution to be wound up, or being a person shall commit any act of bankruptcy, or have any bankruptcy petition presented against it, then in any such event the seller shall, without prejudice to any other rights and remedies it might have and without any liability whatsoever, be at liberty forthwith by notice in writing to the buyer:
To cancel all orders and contracts or any part thereof remaining unfulfilled between the seller and the buyer for the delivery of the goods;
Either for its agents or itself to have access to the buyer’s premises for the protection, removal, realisation and disposal of any goods at any time and from time to time in which the property shall not have passed from the seller to the buyer in accordance with these conditions of sale.
All goods will be charged at the price ruling at the date of delivery, irrespective of any quotation given prior to that date, or of any price charged for similar goods previously delivered.
Prices quoted or charged exclude packing and delivery. All packages marked ‘returnable’ remain the property of the seller and should be returned as soon as possible after being emptied. Such packages may not be loaned, given or sold to any third party.
ISC reserves the right to change the specification of any of the products featured, without prior notice.