Airedale Chemical

Terms and Conditions

DEFINITION
In these conditions: “the Company” means Airedale Chemical Co Ltd.
“the Buyer” means any party who enters into a Contract with the Company to buy goods from the Company.
“goods” means any goods supplied by the Company pursuant to a contract of sale between the Company and the Buyer.

BASIS OF SALE
Any order placed by the Buyer whether in writing or verbally shall be deemed to constitute an offer by the customer to enter into a contract upon these conditions.
The Buyer shall indemnify the Company in respect of any costs, charges, losses or expenses, including legal fees which the Company may sustain or incur as a result of the Buyer’s breach of Contract up to the invoice value of the Goods.
The Company has drawn up these terms and conditions of sale in the light of the Unfair Contract Terms Act 1977 as amended and considers them to be fair and reasonable and its prices are based on Contracts made on these conditions.  If the Buyer considers that these terms are unreasonable he must inform the Company in writing before any Contract is made otherwise he will be deemed to have accepted that the Company’s conditions are fair and reasonable.
Any goods sold as sub-standard or surplus shall be accepted by the Buyer in their actual state and condition and no warranty will apply thereto.

DELIVERY
In the case of orders for delivery within the United Kingdom then unless otherwise stated the price is inclusive of delivery.
In the case of Goods for delivery outside the United Kingdom the terms for delivery are as agreed between the Company and the Buyer.
Any delivery dates quoted are for guidance only and are not a term of the Contract.  Time for delivery shall not be of the essence unless previously agreed by the Company in writing and the Company shall not be liable for any delay in delivery of Goods.
Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver one or more of such instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.

PRICES AND PAYMENTS
All prices quoted by the Company are exclusive of VAT.  In the case of sales within the United Kingdom VAT at the appropriate rate must be added.
In the event that the raw material or other costs incurred by the Company increase between the time that the order is placed and the time of delivery the Company reserves the right to charge the price current at the time of delivery.
Payment for the Goods shall be made to the Company by the Buyer in full within 30 days following the last days of the month of the date of invoice unless otherwise agreed between the Company and the Buyer, and time shall be the essence of this condition.
If the Buyer fails to make payment by the due date then the Company shall be entitled to cancel the Contract.  The Company may also be entitled to postpone further deliveries in the event that there are reasonable doubts about the Customer’s ability or willingness to make payments in whole of in part by the due dates.
The Buyer shall not be entitled to the benefit of any set-off to which he might be otherwise entitled in law or equity.  All sums payable under this Contract will be payable without deduction and the Company shall be entitled in the event of non-payment to obtain and enforce judgement thereon without any stay of execution pending the determination of any cross claims by the Buyer.


RETENTION OF TITLE
The risk in the goods shall pass from the Company to the buyer upon delivery of such goods to the buyer. However; notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the Company has received in cash or cleared funds payment plus VAT in full for all goods delivered to the buyer under this and all other contracts between the Company and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Buyer under which the goods were delivered.
Notwithstanding that the Goods (or any of them) remain the property of the Company the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principle when making such sales or dealings. Until property in the Goods passes from the Company in time proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
When payment of any sum due to the Company from the Buyer becomes overdue or when the Buyer becomes insolvent , goes into liquidation, has a winding up order made against it or has an administrator or administrative receiver appointed over its assets, income or any part thereof or enters into an arrangement with its creditors, all sums owed to the Company shall become immediately due and payable and the Company shall have the right to recover and resell the Goods and may enter upon the Buyer’s premises by its  servants or agents for that purpose.


CLAIMS FOR LOSS OR DEFECT
The Buyer shall inspect the Goods immediately upon delivery and shall within 14 days of delivery or in the event of non-delivery within 14 days of receipt of invoice give notice in writing to the Company of any shortage, breakage, defect or any other matter or thing by reason whereof it is alleged that the Goods are not in accordance with the Contract.
The Goods in respect of which the Buyer makes any claim hereunder shall be preserved intact as delivered for a period of 21 days from notification of the claim within which time the Company or its Agents shall have the right to attend the Buyer’s premises to investigate the complaint.
If the Buyer shall fail to give notice or to preserve the Goods as required under Risk and Property above then the Goods shall be deemed in all respects to be in accordance with the Contract and the Buyer shall be deemed to have received and accepted the Goods.


LIABILITY AND WARRANTIES
The Company warrants that the Goods are as described in the Company’s current literature or confirmed in writing by the Company.  Save as aforesaid all other conditions, guarantees or warranties whether express or implied by statute, common law or otherwise as hereby excluded, except to the extent that such exclusion is prevented by law.
The application, use and processing of the Goods is the absolute responsibility of the Buyer and the Buyer shall be deemed to have carried out its own tests to ensure the suitability of the Goods for the intended purposes and application.
If the Company supply Goods in accordance with the specification of the Buyer, the Company shall not be liable in the event that the Buyer supplies the incorrect specification, or a specification which is illegible or where the items are incorrect.


FORCE MAJEURE
The Company shall not be liable for any failure in the performance of the Contract due to war, strike, lockout or other trade dispute, fire, floods, explosions or shortage of raw materials or due to any other cause whatsoever beyond the control of the Company.

THE LAW
The terms of the Contract between the Company and the Buyer shall be construed according to and subject to the English Law and the Buyer agrees to submit to the jurisdiction of the English Courts.