Terms and Conditions

Definitions

1. in these conditions:-

  • ‘the Company’ means PARSCH UK LIMITED.
  • ‘Goods’ means the goods to which this document relates and
  • ‘the Buyer’ means the purchaser of the Goods from the Company

General

2. All orders are accepted and all contracts are made subject to the following terms and conditions provided that any special conditions in any quotation or order acknowledgement or confirmation or contract signed on behalf of the Company shall prevail to the extent that they are inconsistent with the following terms and conditions.

3. If the Company’s terms and conditions (whether special or general) shall be at variance or inconsistent with any printed conditions attached to or contained in the buyers order or any other document submitted by the buyer then the Company’s terms and conditions shall prevail and be effective notwithstanding any similar conditions otherwise applying to the Buyers order or such other document.

4. A quotation of the Company does not constitute an offer by the Company to supply the Goods and every acceptance of any quotation of the Company shall be deemed an offer by the Buyer to the Company and will not be binding on the Company until the Company has given written acknowledgement or confirmation of its acceptance of such order.

5. A quotation which is stated to be for a fixed price which specifies a validity period for the placing of an order in respect of it shall be deemed to have been withdrawn in any event unless such order is placed within the period specified.

6. No variation of a term of the contract (unless specifically authorised by these conditions) shall bind either party unless such variation is made in writing signed by the party to be bound.

Price

7. Except in respect of a quotation or acceptance of order where the price is expressly stated to be fixed for a specific delivery period, the Company reserves the right to alter its quotation or order prices in respect of the Goods by reference to the price ruling at the date of dispatch of the Goods, by any additional sums as may from time to time be necessary to cover increases in the costs of materials and/or labour (or any other factor affecting the cost of production or delivery) which may occur between the date of contract and the date of dispatch.

8. Where in a quotation or acceptance of order a price is expressly stated to be fixed for a specific delivery period and for any reason (except where the same is due to the default of the Company) a supply is made under the quotation or order after the end of such period, the Company reserves the right in respect of such supply to charge the price ruling at the date of dispatch of the Goods in the same manner as mentioned in Condition 7 above.

9. All prices for Goods are exclusive of packing and delivery charges for which the Buyer shall be additionally liable.

Delivery

10. The Company will deliver the goods to the Buyers premises unless the Buyer makes alternative arrangements to collect the goods direct from the Company

11. Any date or period set out on the face of this document or in a quotation or an acceptance of the order for the delivery of the Goods or any part of them shall not be of the essence of the contract. If the Company is prevented from delivering any Goods at the time provided for delivery by reason of any cause outside its reasonable control (including but not so as to limit the generality of the foregoing fire, explosion, plant, breakdown, interference by labour strikes or lockouts or non-availability of transport or materials) then the period for delivery shall be extended by the duration of the occurrence. Provided always that if in any case the delaying factor or factors shall have operated for eight weeks or more and shall be operating the Buyer may give written notice to the Company to terminate the contract in respect of those Goods which still remain to be delivered under the contract.

Passing of risk

12. The risk in the Goods shall pass to the Buyer immediately that the Company delivers the Goods to the Buyers premises and the Company shall not be liable for the safety of the Goods after such delivery.

Terms of payment

13. The price for the goods and of any other costs (if any) payable by the Buyer under Condition 9 above shall be paid without regard to any equity, set-off or counterclaim (other than a claim made in respect of those Goods under Condition 15 below) within 30 days of the invoice date unless otherwise stated or in accordance with the terms of Payment set out in the face of this document or in the Company’s quotation or acceptance or order. Value added tax will be applied in accordance with the legislation in force at the tax point due date. If any cash discount is offered by the Company then the same shall be deductable only if the goods are paid for within the specified payment period of 7 days and on no account shall discount be deducted from value added tax.

14. Non-compliance with the Company’s terms of payment shall constitute default without reminder. In case of default the Company shall in its sole discretion be entitled (without prejudice to any other right or remedy it may have) to:-

  • cancel any contracts between the Company and the Buyer in respect of ant Goods or suspend any further deliveries to the Buyer; and/or
  • sell or otherwise dispose of any goods which are subject to any order by the Buyer, whether or not appropriated to such an order, and apply the proceeds of sale for the overdue payment; and/or
  • charge the buyer interest(both before and after any judgement) on a daily basis at the rate of 3 per cent per annum above the Bank of England base rate in force from time to time in England from the date payment became due until actual payment is made either by the Buyer or pursuant to Condition 13(ii) above.

Warranties and claims

15. The Buyer acknowledges that the Goods being sold to him may not be for his own individual requirements and it is therefore the Buyers responsibility to ensure that the purposes and functions of the Goods meet his or his customer’s requirements. If the goods delivered differ materially from their description or are by reason of faulty workmanship or packing unmerchantable, then the Company undertakes (at the option of the Company) to repair or replace such goods or to refund the purchase price or a fair proportion thereof. This undertaking by the Company is subject to and conditional upon the following provisions;-

  • Claims shall be made as soon as such faults are reasonably capable of discovery but in any event within three months of the delivery of the Goods
  • All claims must be made in writing
  • The Company will not be liable for any failure of the Goods or delay breakdown injury or loss which may occur after delivery if the same shall be caused by unsuitable storage conditions or the application of any misuse or treatment of an unsuitable or improper nature
  • The Goods have not been modified other than by the Company or with written approval of the Company.
  • Goods in respect of which any claim is made under this condition shall be returned to the Company carriage paid for inspection or (if return is not practicable) alternatively the Company will inspect the Goods or procure the same to be inspected in situ. In the event that the Buyers claim shall be upheld the Company undertakes to reimburse the Buyer with the costs of any such carriage but if the Buyers claim shall not be upheld then the Company reserves the right to charge the Buyer for all or part of the labour, travelling, carriage and other costs involved
  • Subject to Condition 17(b) below, the undertaking of the Company to make a replacement or refund shall be the absolute limit of the Company’s liability on any ground whatsoever to the Buyer in respect of any such claim. Such undertaking is in substitution for any condition of warranty (except as to title) implied by statute, common law or otherwise in respect of the Goods.

16.

  • No Claim for short delivery of Goods or damage to Goods in transit can be entertained unless either (where this is possible) a receipt is given to the carrier detailing the shortage or damage at the time of delivery or alternatively notification of the shortage or damage is made to the Company within seven days from the delivery of the Goods by the carrier.
  • No claim for non delivery of Goods can be entertained unless the Company is notified within seven days from the date of its invoice

Limitation of liability

17.

  • Subject to provision of paragraph (b) of this condition, it is expressly stipulated that in the event of any claim on any ground being made by the buyer against the Company in respect of the Goods or any matter arising from or in relation to the contract relating thereto, as the Company is only merchanting the Goods and is not responsible for their manufacture the liability of the Company shall be limited (in respect of each claim or series of connected claims) to the invoice value of the Goods and under no circumstance shall the Company be under any further liability to the Buyer whether for loss of profit or for any other director consequential loss however arising.
  • Notwithstanding any provision herein contained, nothing in these Conditions shall operate or be construed as operating to exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company

Industrial property rights indemnity

18.

A) In the event that any third party claims that the Goods infringe any of such third parties patents or other industrial property rights:-

  • the Company shall have the right to conduct all negotiations with such third party
  • the Company shall have the right to conduct the defence of any suit brought against the Buyer by such third party, and
  • the Company shall pay (subject as hereinafter provided) all damages and costs awarded against the buyer in such a suit but in no event exceeding the price actually paid by the Buyer for the Goods.

B) the company’s liability under Condition 18(a)(iii) above is conditional upon

  • notification within 28 days by the Buyer to the Company of the assertion of such claim; the Buyer promptly giving to the Company all necessary authority and all possible assistance to rebut such claim and to defend such suit; and
  • the Buyer making no admission to such third party which might prejudice the Company’s conduct of the negotiations or defence of the suit The Company shall be entitled to replace or change the Goods I order to avoid any infringement or alleged infringement.

C) The remedies herein constitute the entire liability of the Company and the Buyer’s exclusive remedies for infringement of patents or other industrial property rights in relation to the Goods and in particular the Company shall not be liable for any loss of profits or contracts or for any

direct or any consequential damage suffered by the Buyer as a result of any such infringement. This indemnity shall not extend to any infringement due to modification of the goods other than by the Company or with the prior written approval of the Company.

Buyer’s cancellation or alteration of orders

19. The Buyer shall not be entitled to cancel the contract between the Company and the Buyer in respect of the Goods or any part of such contract without lawful cause except on such terms as to indemnity (including against loss of profit) as the Company may have prior to such cancellation agreed in writing. The Company is not bound to agree to any such cancellation and may complete the contract notwithstanding any such purported cancellation by the Buyer.

Technical documents

20. All catalogues, brochures, specifications or other technical characteristics, data or descriptive matter included in any sales or promotional material are intended to give a general description of the goods offered and shall not form part of the contract unless expressly agreed otherwise in writing.

Reservation of property and right of disposal

21.

a) Notwithstanding delivery and the passing of risk in the Goods or any other provision of the contract between the Buyer and the Company in respect of the Goods, until payment by the Buyer in full of (1) the price of the Goods and (2) any other monies payable to the Company in respect of all goods agreed to be sold by the Company to the Buyer:-

  • the property in the Goods shall remain in the Company and the Buyer shall hold the same as bailee for the Company;
  • The Buyer shall insure the Goods against all normal commercial risks to their full replacement value with an insurance company of repute for the benefit of the Company and the Company shall be entitled to inspect and take copies of such insurance policy and the premium receipts for it upon giving the Buyer even days notice;
  • The Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored and protected and shall ensure that they are at all times identifiable as the Company’s property.

b) Until such time as the property in the Goods passes to the Buyer, the Buyer shall be entitled to use or otherwise deal with the Goods in the ordinary course of its business provided that any monies received by the Buyer in respect of the Goods shall be held by the Buyer in a fiduciary capacity o behalf of the Company and, if the Company shall by notice so require, the Buyer shall keep such monies in a separate account but without prejudice to the Company’s right to trace the same if the Buyer fails to keep such proceeds separate as mentioned above. The Company shall be entitled to inspect and take copies of the statements and other documents relating to any such account upon giving the Buyer seven days notice.

c) The Buyer’s power to use, resell or otherwise deal with the goods shall terminate forthwith upon the occurrence of any of the events specified in Condition 22 below, provided that the Goods are still in existence and have not been resold or otherwise disposed of by the Buyer.

d) At any time after such termination the Company shall be entitled to require the buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and take possession of any Goods which the property remains in the Company and remove and dispose of them as the Company thinks fit. The Company shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by the Buyer.

e) The Buyer shall be deemed not to have paid the Company for Goods in the possession of the Buyer at the time unless the Buyer can prove that payments for such Goods have been received by the Company.

Breach

22. If the Buyer:-

a) makes default in or commits any breach of any of its obligations (including as to payment of price) to the Company hereunder; or

b) is involved in any legal proceedings in which its solvency is in question; or

c) is a company and any meeting convened or resolution is passed or petition is presented (otherwise than for reconstruction or amalgamation) to wind it up or an encumbrancer takes possession of or a receiver or administrative receiver is appointed of all or any part of its assets or undertaking or a petition is presented for the making of an administration order in relation to it or it calls a meeting of, or enters into any composition or arrangements with, its creditors or applies for an interim order under the Insolvency Act 1986; or

d) being an individual dies or being a partnership or firm is dissolved or in either case a bankruptcy petition is issued or bankruptcy order is made against it or it negotiates for or enters into composition or arrangement with or assignment for the benefit of its creditors.

e) Ceases or threatens to cease trade; or

f) If in the opinion of the Company serious doubts arise as to the Buyer’s solvency; or if the Company learns of circumstances which are in reasonable judgement of the Company likely adversely to affect the ability of the Buyer to perform its obligations hereunder (including without limitation of the foregoing the obligation to pay for Goods in accordance with the terms of the contract); then in any such case the Company shall immediately become entitled by notice to the Buyer (without prejudice to its other claims and rights under the contract) to suspend further performance of the contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract (either with or without notice to the Buyer) and if the Goods have been delivered but not paid for the price and all other monies payable in respect of the Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Governing law

23. All contracts shall be governed by English Law. In the event of any dispute whether interpretation or otherwise or as to the liability either of the Company or the Buyer arising out of the sale use or operation or failure to operate of the Goods or of any part thereof, the same shall be determined by the English Courts of Law to whose jurisdiction the Company and the Buyer hereby submit.

Notices

24. Any notice to be given by either party to the other shall be in writing and any notice or other document may be served either by delivering it by hand or sending it by first class post, in the case of the Company to its registered office and in the Buyer to its last known place of business. Service by delivery by hand shall be deemed to be effected upon delivery to relevant address and service by first class post 2 days following the date of posting.

No waiver

25. Any failure by the Company to exercise or enforce any rights under these conditions shall not be deemed to be waiver of any such rights, nor operate so as to bar the exercise or enforcement thereof at any time thereafter.

Previous conditions

26. These conditions supersede all previous conditions of sale of the Company.

Construction

27. The sub headings of these conditions are for ease of reference only and are not to be regarded as part of these conditions. If any time one or more of the above Conditions becomes in whole or in part invalid illegal or unenforceable in any respect under any law, the validity legality and enforceability of the remaining

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