The Seller means Europtica International Ltd
“The Purchaser” means the person, firm or Company to be supplied with the goods by the Seller.
“Goods” means the goods, materials and / or the other items to be supplied pursuant to the contract.
“The Contract” means the contract of the sale and purchase of goods or services made between the Seller and the Purchaser to which these conditions shall apply and which shall include any order issued thereunder.
These conditions shall prevail over any inconsistent terms or conditions referred to the Purchaser’s order or in correspondence or elsewhere unless specifically agreed to in writing by both parties and any conditions or stipulations to the contrary are hereby excluded or extinguished.
Quotations by the Seller shall not constitute an offer and the Seller reserves the right to withdraw or amend the same at any point prior to acceptance of the Purchaser’s order. Unless otherwise stated all quotations are valid for 30 days after their date.
The prices payable for the goods shall be those charged by the Seller at the time of despatch so that the Seller shall have the right at any time to revise quoted prices to take account of increases of costs including costs of acquisition and of carriage.
5. Terms of Payment
Payment of invoices shall be made in the currency as agreed on the invoice provided and at the time stated on the invoice or within 30 days of the date of delivery if no payment date is specified. The Seller shall have the right to charge interest on overdue accounts at the rate of 3% above the Bank of England minimum lending rate from time to time to run from the date of payment thereof until receipt by the Seller of the full amount whether or not after Judgement.
i. Time not being of the essence of the contract delivery date mentioned in any quotation or acceptance form or elsewhere are approximate only and are not any contractual effect. The Seller shall not be under any liability to the Purchaser in respect of any delay in delivery however arising.
ii. In the event of the Purchaser returning or failing to accept any delivery of the goods or services in accordance with the contract, the Seller shall be entitled at their option either to deliver and invoice the Purchaser for the balance of the goods then remaining undelivered or to suspend or cancel further deliveries under the contract.
iii. The Seller shall be entitled to store at the risk of the Purchaser any goods or services which the Purchaser refuse or fails to accept and the Purchaser shall pay all the costs of such storage and of any additional costs of carriage incurred as a result of such refusal or failure.
iv. Unless the goods shall be delivered by the Seller’s own transport or by carrier on behalf of the Seller, the goods shall be deemed to have been delivered and risk to have passed to the Purchaser upon their transfer to the carrier named by the Purchaser or (in case of delivery “ex works”) upon the Seller notifying the Purchaser that the goods are available for collection.
v. In the case of the contract or any order involving more than one delivery if default is made in Payment on the due date the Seller shall have the right to suspend all or any further deliveries pending payment or to terminate the contract in its entirety by notice in writing to the Purchaser.
7. Retention of Title Clause
a. The ownership of any goods or services delivered shall remain with the Seller until all monies due have been paid in full.
b. Notwithstanding the above, unless otherwise agreed, goods or services the subject of any agreement to sell shall be at the absolute risk of the Purchaser as soon as they are delivered by the Seller to his vehicles or otherwise to his order.
c. The Purchaser’s right to possession of the goods or services shall cease at whichever is the earliest of the following dates:-
(i) On the expiration of the agreed period of credit:
(ii) If they not being a company commits an act of bankruptcy, makes a proposal to his creditors for a composition under section 11 of the Insolvency Act 1995 or does anything which would entitle a petition for bankruptcy order to be made
(iii) If the Purchaser, being a company, does anything or fails to do anything which would entitle the Receiver to take possession of any assets or which would entitle any person to present a petition for winding up or apply for an administration order.
d. The Seller for the purposes of recovery of its goods enter upon any premises where they are stored, fitted or affixed or where they are reasonably thought to be stored, fitted or affixed and may repossess the same.
e. Further the Seller is entitled to remove any of the materials supplied, fitted and affixed to the intending Purchaser’s premises if any of the happenings outlined in paragraph c (i) and (iii) occur.
f. In the event of the Purchaser re-selling or otherwise disposing of the goods or any part thereof, before the property is passed to them the Purchaser will, until payment is made in full to the Seller of the price of the goods or services, hold in trust for the Seller or their right under any such contract of same or other contract in pursuance of which goods or services or any part thereof are disposed of, or any contract by which the property comprising the said goods or services or any part thereof is or is to disposed of, and any monies or other consideration received by them thereunder.
8. Specifications by the Purchaser
The Purchaser shall indemnify and keep indemnified the Seller against all claims, costs, damages and expenses incurred by or for which the Seller may become liable as a result of carrying out any work required to be done on or to the goods or services in accordance with the requirements or specifications of the Purchaser involving any infringement of any intellectual property right vested in another person, firm or company.
i. The Seller shall not be liable for any defect in the quality, nature or condition of the goods nor for failure of the goods to comply with any specification unless a claim in writing shall have been lodged with the Seller by the Purchaser within seven days of delivery.
ii. In the event of any defects or failure as aforesaid the Seller shall make good the defect or failure and / or as appropriate replace free of charge any goods found to be defective by reason of faulty materials or workmanship provided that as a condition thereof the Seller may require the goods concerned to be returned to the Seller’s works carriage paid within one month of discovery of the defect.
iii. The Purchaser is at liberty to use the goods as he sees fit. Such operations being outside the control of the Seller he cannot assume responsibility for the performance if the goods once installed and it is for the Purchaser to satisfy himself as to the suitability of the goods. Without prejudice to the foregoing paragraphs of this condition all conditions or warranties implied by statute common law or otherwise as to the quality or fitness for purpose of the goods are excluded. Furthermore, the Seller shall be under no liability to the Purchaser for any loss, damage or injury direct or indirect resulting from defective materials, faulty workmanship or otherwise howsoever arising out of the contract and whether or not caused by the negligence of the Seller, his servants or agents.
iv. Any information or recommendations by the Seller in relation to the goods or services is given in good faith but the Seller shall not be liable to the Purchaser in respect of any loss or damage arising therefrom however caused.
10. Licences and Consents
If any licence or consent of any government or other authority shall be required for the purchase or importation of goods by the Purchaser the Purchaser shall obtain the same at is own expense and if necessary or so required evidence of the same to the Seller on demand.
11. Force Majeure
The Seller shall not be liable to the Purchaser for any loss or damage which may be suffered by the Purchaser as a direct or indirect result of the Seller being hindered, prevented or delayed in the manufacture or supply of the goods or services or their delivery by normal route or means of delivery by reason of any act of god, riot, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, materials or transport or other circumstances whatsoever outside the control of the Seller.
If the Purchaser enters into a Deed of Arrangement or compounds with his creditors of if a receiving order is made against them or (being a company) they shall pass a resolution or the court shall make an order that the Purchaser shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or it a receiver shall be appointed of the assets or undertaking of the Purchaser or it circumstances shall arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the Purchaser takes or suffers any similar action in consequence of debt or commits any breach of any part of the contract the Seller may stop any goods in transit and suspend further deliveries and by notice in writing to the Purchaser may forthwith determine the contract without prejudice to any existing claim.
The failure on the part of either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or time thereafter.
Any notice required to be given hereunder in writing shall be deemed to have been duly given and sent by pre-paid first class post, email, facsimile or courier addressed to the party concerned at its principal place of business or last known address.
15. Governing Law
The contract shall be governed by and construed and interpreted in accordance with the Laws of England and for the purpose of settlement of any dispute arising out of or in connection with the contract the parties hereby submit themselves to the jurisdiction of the English Courts.