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Fine Organics Limited 

General Conditions of Sale and Delivery 

1. General 

Terms that vary from these conditions, including the Purchaser’s condition of purchase, shall only be binding if they have been agreed by us beforehand in writing. Our delivery of goods, performance of services or acceptance of payments does not constitute recognition on our part of conditions that vary from these general terms and conditions. 

2. Quotations, Contracts 

Any quotation given shall be valid for sixty (60) days from the day of the quotation, unless specified otherwise in writing, and we reserve the right to cancel or withdraw the quotation at any time. Our quotations are made subject to confirmation. A contract is only formed when we give written or pre-printed order confirmation or when orders are fulfilled by us, and in each case such contract is subject to these conditions. No cancellation or variation of the contract will be accepted without our prior written consent. 

3. Prices 

Unless otherwise agreed, our prices are ex-works and exclude value added tax (if applicable). 

4. Payment, Set off 

Time for payment shall be of the essence and no payment shall be deemed to have been made until it has been received by us in full in cleared funds. Unless agreed otherwise, payment to us by Purchaser has to be effected by 30 days from the date our invoice is issued in respect of the goods or services concerned. Set off by Purchaser is permitted only with claims brought by the Purchaser which are undisputed by us and have been agreed to by us in writing or have been upheld by final decision of a court of competent jurisdiction. 

We retain the right to charge Purchaser interest on sums outstanding at a rate of 2% of invoice value for each month or part thereof by which payment is delayed. 

5. Place of Performance 

The place of performance shall be our place of supply or storage. 

6. Shipment and Delivery 

Unless agreed otherwise, the goods shall be shipped at Purchaser’s risk and thereafter remain at Purchaser’s risk. Furthermore, where we are responsible for shipment, we shall specify the manner of shipment, shipment route and carrier. Partial shipments are possible and each instalment will constitute a separate contract. Section 5 above is not affected by this provision. Any date for delivery for an order is an estimate only. We shall not be liable for any direct, indirect or consequential loss, costs, damages, expenses or charges caused by any delay in the delivery of the goods or provision of services. If we are unable to deliver or despatch the goods or services for any reason attributable to Purchaser, the goods or services shall remain with us and Purchaser shall be liable for payment of the price of the goods or services on the date on which payment would have been due had the Purchaser not delayed the delivery or despatch. 

We retain the right to charge Purchaser reasonable costs of storage should Purchaser fail to take delivery on the date agreed on the purchase order. 

We may suspend or cancel deliveries due to be made under long term supply agreements of which an individual order comprises a part should any invoice remain unpaid beyond the due payment date. 

7. Transport Insurance 

Where under the term of a contract we are responsible for any part of the transportation of goods to Purchaser we are authorised to cover appropriate transport insurance on behalf and at the expense of the Purchaser in an amount at least equal to the invoiced value of the goods. 

8. Retention of Title 

Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, property in the goods shall not pass to the Purchaser until we have received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by us to the Purchaser for which payment is then due. Until such time as property in the goods passes to the Purchaser, the Purchaser shall hold the goods as our fiduciary agent and bailee, and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as our property, but the Purchaser may resell or use the goods in the ordinary course of its business provided it keeps the proceeds from such sale in a separate named account as our fiduciary until we have received payment in full of all sums due. Until such time as property in the goods passes to the Purchaser (and provided the goods are still in existence and have not been resold), we may at any time require the Purchaser to deliver up the goods to us and, if the Purchaser fails to do so forthwith, enter on any premises of the Purchaser or any third party where the goods are stored and repossess the goods. The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain our property, but if the Purchaser does so all moneys owing by the Purchaser to us shall (without limiting any other right or remedy of ours) forthwith become due and payable. 

The Purchaser’s rights to possession of the goods terminates immediately if any of the insolvency events set out in clause 16 hereof occur. 

9. Force Majeure 

Circumstances beyond our reasonable control relieve us from our delivery obligations. If there is a material change in the conditions that exist at the time any contract is entered into, we are entitled to withdraw and terminate the contract. The same rights shall apply with respect to, but not limited to, cases of interruptions in our supplies of energy or raw materials or in cases of industrial disputes, governmental decrees, breakdowns of transport or of our operations or if our suppliers fail for the foregoing reasons to deliver at all, or fail to deliver in a proper or timely manner. 

10. Product Information 

Information about our products, equipment, plant and processes is based on extensive research and our considerable experience in the field of chemicals manufacture. We provide this information, which is to the best of our knowledge accurate, orally and in writing for descriptive and identification purposes only. Our product information solely describes our goods and services and is in no way to be construed or interpreted as a quality or condition guarantee, unless we have beforehand confirmed this to Purchaser in writing. The aforesaid shall not relieve Purchaser of its obligation to verify the suitability of our products and processes for the use or application intended by Purchaser, nor relieve the Purchaser from an obligation to ensure that their use does not infringe our or any third party’s intellectual property rights. 

11. Complaints 

All Purchaser complaints, particularly those regarding the quality or quantity of the goods or services, must be submitted to us in writing without delay, but not later than ten (10) days from the date such defect(s) is discovered or should have been discovered through the exercise of reasonable investigation, and in any case within one month of the date of delivery of the goods or services If Purchaser does not advise us of complaints or notices of defects in a timely manner or in the agreed form, those goods or services are deemed to be without defect. If Purchaser knowing of defects accepts our goods or services, Purchaser shall only be entitled to rights deriving from such defects if Purchaser has expressly reserved such rights in writing. 

12. Liability for Defects 

Purchaser cannot derive rights from a defect in our goods or services if only negligible impairment of the value or the usage of our goods or services exists. In the event of legitimate claims arising from the quality of the delivered goods or services, made in accordance with Clause 11, we reserve the right, solely at our discretion, to either replace or repair the goods, resupply the services, or refund the price of the defective goods. For this, we always are to be given the opportunity within a reasonable time. If our repair, replacement or resupply remedies the defect, we shall be under no liability in respect of such goods or services including from any delay before such repair or resupply is made or replacement delivered. 

13. Purchasers Specification 

If the goods are to be manufactured or any process is to be applied to the goods by us in accordance with a specification or process submitted by the Purchaser, the Purchaser shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in connection with, or paid or agreed to be paid by us in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from our use of the Purchaser’s specification or process. 

14. Foreign Trade 

The Purchaser is responsible for complying with any laws, regulations or other legal requirements relating to export of the goods from the United Kingdom or import of the goods in the country of destination, and for payment of any related duties or taxes, and so indemnify us against loss suffered arising from failure so to comply or pay. The Purchaser shall at our request in timely fashion return completed our customer profile form and provide an end user certificate for the goods to be delivered. 

15. Limitation of Liability 

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from any contract entered into pursuant to these conditions. For the avoidance of doubt, all implied terms as to fitness for purpose are excluded, and provided the goods or services as delivered conform to any specifications agreed by the parties, the Purchaser assumes all risks and responsibilities resulting from the Purchasers use of such goods or services in its manufacturing processes or combination of the goods with other substances. Nothing in these conditions excludes or limits our liability (a) for death or personal injury caused by our negligence (b) under section 2 (3), Consumer Protection Act 1987 (c) for any matter which it would be illegal for us to exclude or attempt to exclude our liability, or (d) for fraud or fraudulent misrepresentation. We shall not be liable to Purchaser for any loss of profit, loss of business, pure economic loss or depletion of goodwill or any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by our negligence or that of our employees or agents, or otherwise) which arise out of or in connection with any contract entered into pursuant to these conditions and our entire liability under or in connection with any such contract whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall not exceed the invoice value of the goods or services provided under such contract. 

16. Termination 

If the Purchaser makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser, or if the Purchaser ceases, or threatens to cease, to carry on business, or if we reasonably apprehend that any of the events mentioned above is about to occur in relation to the Purchaser and notify the Purchaser accordingly, then, without limiting any other right or remedy available to us, we may cancel any contract entered into pursuant to these conditions or suspend any further deliveries under such a contract without any liability to the Purchaser, and if the goods or services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary. 

17. Applicable Law and Jurisdiction 

Any contract entered into pursuant to these conditions and the legal relationship with the Purchaser shall be governed by English Law, and the parties hereby submit to the non-exclusive jurisdiction of the English Courts. 

18. Trade Terms 

If any trade terms have been agreed pursuant to the International Chamber of Commerce INCOTERMS, the INCOTERMS 2010 shall apply. 

19. Severability 

Should any of these conditions be deemed wholly or partly invalid, this shall have no effect on the validity of the remaining conditions. 

20. Assignment 

We may assign this contract or any part of it to any firm, person or company but the Purchaser may not assign this contract or any part of it without our prior written consent. 

21. Waiver 

Each of our rights and remedies under this contract is without prejudice to each of our other rights and remedies. Any failure or delay by us in enforcing any provision of this contract shall not be construed as a waiver of our rights under the contract or of any subsequent breach or default.