Terms & Conditions of Sale
1. Definitions.
1.1. Buyer – The person who buys or agrees to buy the Goods from the Seller.
1.2. Conditions. The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3. Goods. The articles which the Buyer agrees to buy from the Seller.
1.4. Price. The price for the Goods excluding VAT and carriage.
1.5. Seller. The Seller is Jarvis Cosmetic Developments Ltd.
2. Conditions.
2.1. These conditions shall form the basis of the contract between the Seller and the Buyer in the relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3. These conditions may not be varied except by written agreement of a director of the Seller.
2.4. These conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Acceptance.
3.1. The Seller will only accept orders in writing from the Buyer. Amendments or variations to the original order must be made in writing and will only be accepted at the discretion of the Seller.
3.2. No order submitted by the buyer shall be deemed to be accepted by the Seller unless and until acknowledged in writing by the Seller.
3.3. Unless otherwise agreed in writing the prices of Goods will be accepted as excluding VAT and carriage. For deliveries outside the UK all charges, stamp duties, export or import duties, purchase tax, insurances, storage, or any other fiscal demands will be borne by the Buyer.
3.4. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
3.5. The Buyer shall carry out a thorough inspection of the Goods and shall satisfy themselves that the Goods conform to specification. The Seller will only consider any defects/shortages in the Goods if notified to the Seller within 3 days from the date and time of delivery to the Buyer or the Buyer’s agent.
3.6. The Company’s responsibility is solely confined to its own manufactured Goods and does not extend to other products or components.
4. Payment.
4.1. The payment of the total invoiced price is on the basis of strictly net monthly.
4.2. The Seller reserves the right to charge interest on overdue accounts from the date the invoices fell due for payment calculated daily until the date of payment at the rate of 8% per annum above the Bank of England base rate.
4.3. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter claim against invoices submitted by the Seller, except with prior written agreement.
5. Goods.
5.1. The Buyer shall take full responsibility for obtaining a sample of the Goods and a specification, where appropriate. The Seller will not be liable for any claim if the Buyer has not seen and approved such sample.
5.2. The quantity and description of the Goods shall be as set out in the Seller’s invoice.
5.3. The Seller reserves the right to supply up to 10% above or below the order quantity and to invoice accordingly.
5.4. Where possible, the Seller undertakes to deliver Goods within agreed technical specification. Goods falling outside specification will be notified to the Buyer before delivery.
6. Delivery and Risk.
6.1. Delivery of the Goods shall be (a) made to the Buyer’s address or to such address as the Buyer has requested, or (b) made to the Buyer’s carrier at the address of the Seller.
6.2. The Seller undertakes to use its reasonable endeavours to despatch the Goods on a mutually agreed delivery date but does not guarantee to do so.
6.3. If the Buyer fails to take delivery of the Goods on the agreed delivery date (subject to 3.4 above) or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of doing so.
6.4. Risk of damage, deterioration, destruction or loss of the Goods shall pass to the Buyer, or to the Buyer’s agent, at the time of delivery or collection. In the case of exported Goods, the Buyer accepts these risks at the time of landing or when delivered to or collected by the Buyer’s agent.
6.5. Where the Goods are supplied for export 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 on them. (See 3.3 above)
7. Title.
7.1. Notwithstanding the passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until paid for in full, including any interest charged.
7.2. Until title has passed the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
7.3. Where the Buyer fails to adhere to the conditions of payment, the Seller may at any time before title passes and without liability to the Buyer (a) repossess and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them, and (b) for the purpose of identifying such Goods, enter any premises of or occupied by the Buyer.
8. Claims.
8.1. The Seller shall not be liable to the Buyer for any loss or damage or consequential loss arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place the Buyer undertakes not to reject the Goods but to accept them as part performance of the contract.
8.2. Subject as expressly provided in these conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9. Indemnity.
9.1. The Buyer agrees to indemnify the Seller against all claims for infringement or alleged infringement of third parties patent or other industrial property rights, and all costs and expenses incurred in connection therewith, arising from the execution of the Buyer’s order in accordance with the Buyer’s instructions.
9.2. The Buyer also agrees to indemnify the Seller against all claims for personal injury, loss or damage to property brought against the Seller by third parties arising from the use of the Goods directly or as an ingredient, part or element in the production of other products manufactured by the Buyer, unless such injury loss or damage is solely attributable to the negligence of the Seller or the Seller’s employees or agents.
9.3. The Sellers entire liability to the Buyer in respect of any breach of its actual or implied contractual obligations, any breach of warranty any representation statement or tortuous act or omission including negligence arising under or in connection with this agreement shall be limited to the value of the particular product ordered to which the breach relates
10. Intellectual Property.
Unless purchased, the seller retains all intellectual property rights that have been gained or acquired as a result of work conducted during development, manufacturing, or filling
11. English Law.
This contract shall be construed in accordance with and governed by
English Law.