Conditions of sale for all products sold by PSK

TERMS AND CONDITIONS OF SALE

1. DEFINITIONS:

In these Conditions “the Seller” means PSK Marketing 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 any contract between the Seller and the Buyer.


2. 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 agrees to sell, sells or supplies the Goods. No variation to these Conditions shall be binding unless agreed in writing between authorised representatives of the Seller and authorised representatives of the Buyer.


3. PRICES:

3.1 The Goods will be charged at the price ruling at the date of despatch, irrespective of any
quotation given prior to that date, or of any price charged for similar goods previously delivered. Any increase in a pre-quoted price shall be notified by the Seller prior to delivery and accepted by the Buyer.


3.2 Prices quoted or charged are exclusive of VAT and include packing. Prices quoted or charged do
not include delivery unless pre agreed. Delivery quotes are within United Kingdom as specified by the Buyer except that a special delivery at the Buyer’s request be expedited, where recorded or special delivery will be charged additionally at cost to the Buyer. For export unless stipulated on the quotation prices do not include delivery to the agreed destination and will be exclusive of excise duties, import levies, landing charges, freight carriages, insurance and any other charges of whatever nature (where applicable) which will be paid by the Buyer.

3.3 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.


4. PAYMENT:

4.1 Unless otherwise agreed in writing between the Seller and Buyer, and only where terms are pre agreed payment is due not later than the last day of the month following the date of the Seller’s invoice to the Buyer, notwithstanding that delivery may not have taken place and the property of the goods has not passed to the Buyer. The time of payment of the price shall not be of the essence.


4.2 Without prejudice to any other right or remedy available to the Seller, if any payments due to the Seller are not made on the due date(s) the Seller reserves the right to suspend any or all deliveries of Goods ordered by the Buyer and/or by notice in writing to the Buyer to cancel any contract or contracts between the Seller and the Buyer without being liable for any consequential loss arising and/or to appropriate any payment made by the Buyer to such of the goods or the goods supplied under any other contract between the Buyer and the Seller as the Seller may think fit. In the event of cancellation a cancellation fee will be charged for all orders that have been specifically processed against a Buyer’s order. This charge will be dependant on the stage of production and suitability of the order for re-sale. In the event that an order is cancelled after production the fee may be up to 100% of the order value and is totally at the discretion of the Seller

4.3 The Seller reserves the right to charge the Buyer interest on any sum outstanding beyond the period of credit allowed at the rate of two per cent per month or part of a month.



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4.4 Accounts are strictly net and remittances by cheque would be accompanied by the
remittance advice are to be made payable to PSK Marketing Ltd and sent to Unit 6b, Greenvale Business Park, Todmorden Road, Littleborough, Lancashire, OL15 9FG


4.5 No allowance will be made at settlement unless previously acknowledged by the Seller’s official Credit Note.

4.6 Under no circumstances, except with the Seller’s consent shall the Buyer withhold payment of any amount due to the Seller. The Buyer is not entitled to claim a right of set-off, claim or counterclaim in respect of any of the Seller’s obligations arising in respect of matters other than the particular contract between the Seller and the Buyer.

5 DELIVERY

5.1 The Seller will use its best endeavours to adhere to stated delivery times but shall not be liable to the Buyer for any consequential loss which might arise by reason of late delivery or of failure to deliver. No liability shall attach to the Seller where delivery is delayed or prevented by force majeure as defined in paragraph 6.

5.2 A good delivery will be assumed to have been made unless Proof of Delivery is requested within twenty-one days of invoice date.

5.3 Delivery of the goods shall take place:

5.3.1 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.

5.3.2 Where the Buyer undertakes to collect the Goods when they are loaded on the Buyer’s vehicle or other transport at the address of the Seller.

5.4 The Buyer shall be deemed to have examined the condition of the Goods at the time of delivery and unless notice of any patent defect is given by the Buyer and received by the Seller in writing within twenty eight days after delivery the Seller shall be relieved and discharged from all liability in respect thereof.

5.5 The Seller may deliver against an order an excess or deficiency of up to ten per cent of weight or volume ordered and the quantity so delivered shall be deemed to be the quantity so ordered. The quantity actually delivered will be stated in the invoice.

5.6 The Seller shall be entitled to deliver the Goods by instalments and to invoice the Buyer for each such instalment. Each instalment will be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract as a whole.

5.7 At the Seller’s discretion, the Seller may provide to the Buyer a consignment stock of the Goods.
At the end of each calendar month, the Buyer shall inform the Seller in writing the amount of consignment that has been opened or used and the Seller shall send an invoice to the Buyer for the Goods used for their own production/sales. All goods held on consignment are the property of the Seller until invoiced and fully paid for. (see section 8)

6. FORCE MAJEURE:

All contracts for the supply of the Goods made between the Seller and the Buyer are subject to cancellation by the Seller or to such variation as may be reasonably necessary by reason of inability to secure labour, materials, transport or supplies or by reason of strike, lockout, trade dispute, weather conditions, hostilities, legislation, Act of God or (without limitation) any other cause whatsoever beyond the control of the Seller and no such cancellation or variation shall impose any liability on the Seller.







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7. WARRANTY AND LIABILITY:

7.1 The Seller warrants that the Goods are manufactured with all reasonable 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 of the relevant Contract and made available to the Buyer and that the Goods are of satisfactory quality. Save as aforesaid all other conditions guarantees and warranties whether express or implied by statute common law or otherwise including (but without prejudice to the
generality of the foregoing) conditions, guarantees and warranties as to quality fitness for use under conditions whether known or made known to the Seller or not are hereby excluded.

7.2 Except in relation to the death of or bodily injury to any person or damage to any property (including land) the Seller shall be under no liability in contract or in tort for any consequential loss arising out of or consequent upon or attributable to the contract for the sale of the Goods or the supply or use of the Goods and/or any containers and/or packages of the Buyer or to any third party who has made use of or adopted in whole or in part any information or data or advice given by or on behalf of the Seller in relation to the Goods or their use.

7.3 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 and the Buyer shall be deemed to have carried out its own tests to ensure the suitability of the Goods for their intended purposes and applications.

8. PASSING OF PROPERTY AND RISK:

8.1 The property of any Goods delivered by the Seller to the Buyer under any particular contract between the Seller and the Buyer shall remain the property of the Seller until such time as the Buyer has paid in full for those Goods and for any other Goods delivered by the Seller to the Buyer under any other such contract or contracts.

8.2 Notwithstanding this reservation of ownership, and subject to sub-clause 8.3: The Buyer has the Seller’s consent to re-sell, but on the Buyer’s behalf and not as an agent for the Seller, in the ordinary course of carrying on its business any Goods which remain the property of the Seller

8.3 If the Buyer:

- has a bankruptcy petition issued against the Buyer or

- goes into liquidation whether voluntary or compulsory or

- makes an arrangement with the Buyer’s creditors or

- has a receiver or an administrative receiver appointed over any of the Buyer’s assets or

- receives a written demand from the Seller to pay overdue sums owed to the Seller which the Buyer does not comply with

then and in any such case the Buyer’s consent from the Seller to do the acts referred to in sub-clause 8.2 shall determine and be deemed to have determined forthwith and the Buyer shall not thereafter sell or use goods belonging to the Seller save with the consent in writing of the Seller until the Seller has been paid in full in accordance with sub-clause 8.1.

8.4 The Seller may recover and dispose of any Goods in which the Seller has retained the property under sub-clause 8.1 and upon the happening of any of the events referred to in sub-clause 8.3 all monies owing from the Buyer to the Seller shall (without prejudice to any other right remedy of the Seller) forthwith become due and payable and the Seller or persons authorised by the Seller may for that purpose enter upon any premises where such Goods may be.



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8.5 The Buyer agrees to store all Goods that are the property of the Seller in such a way that they are readily identifiable as such and to make a note in its accounting records that the Goods are the property of the Seller.

8.6 Notwithstanding the provisions in sub-clause 8.1 the Goods shall be at the risk of the Buyer from the time when they are tendered for delivery at an agreed destination or are available for collection by the Buyer or cease to be in the 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 or not such person contracts with or is instructed by the Seller or the Buyer.

8.7 The Buyer agrees to insure the Goods in the joint names of the Buyer and the Seller so long
as they remain the property of the Seller against loss or damage by fire and other risks usually covered by a comprehensive insurance policy to the full replacement value thereof and to produce the relevant policy of insurance and the receipt for the last premium whenever required by the Seller to do so.

8.8 In the event of non payment or of liquidation of the buyers business, if the Buyer shall make a
new object or new objects from the goods or materials delivered by the Seller or mix or blend such goods in materials in any other way and these shall become a constituent part of another object or objects, the Seller shall automatically reserve the right to acquire the ownership therein. However, in respect of such part of the new object or objects which is not made from goods delivered by the Seller, but is made either from materials belonging to the Buyer or a third person, the Seller shall automatically become the joint owner of such new object or objects with the Buyer or the said third person in the proportion of the commercial value which shall, however, not be less than the invoice price charged by the Seller of the goods delivered by him and used in the making of the new object or objects.

9. DEFAULT:

If the Buyer commits any breach of these conditions or if in the opinion of the Seller the financial standing of the Buyer becomes unsatisfactory the Seller may without prejudice to his other rights and remedies terminate any contract between the Buyer and the Seller by notice in writing to the Buyer. The Seller shall also be entitled to require immediate payment for all Goods delivered under any contracts subsisting between the parties or (at the Seller’s option) security for payment satisfactory to the Seller. In the event of termination under the provisions of the clause the Seller shall be relieved of all liability under any contract so terminated.


10. PATENTS AND TRADEMARKS:

10.1 No warranty or representation is given by the Seller that the Goods do not infringe any letters patent, trademarks, registered designs or other industrial rights.

10.2 The use of the Seller’s patents and/or trademarks requires the prior written approval of the Seller.


11 ASSIGNMENT:

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.

12 GENERAL:

12.1 Any notice to be given under these Conditions may be delivered or be sent by prepaid post, sent first class, addressed to the party to be served at its registered office for the time being or (if not a company) the address for that party last known to the party giving the notice. Notices served by post shall (except where expressly provided otherwise) be deemed served on the second business day after the date of posting.
“Business day” shall mean a day other than a Saturday and Sunday or an English Bank or Statutory Public Holiday.





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12.2 In the event that any of these Conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any of the other Conditions hereof all of which shall remain in full force and effect.

12.3 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.4 Clause headings are for ease of reference only and do not affect construction.


13 PROPER LAW:

The construction, validity and performance of this Contract shall be governed by the Law of England and shall be subject to the exclusive jurisdiction of the English Courts.





Signed


PSK MARKETING LTD