In these conditions (“the Conditions”)
“Advice” means any advice or recommendation provided by the Seller;
“the Buyer” means the person, firm or company purchasing Goods or receiving Advice;
“Contract” means any contract between the Seller and the Buyer for the sale and purchase of Goods and/or the provision of Advice incorporating these Conditions;
“Goods” means goods or materials which shall be the subject matter of the Contract between the Seller and the Buyer;
“the Manufacturer’s Recommendations for Use” means the recommendations for use for any Goods current at the time of use made by the manufacturer or producer (including the Seller, where relevant) of the Goods whether contained on any label or otherwise;
“the Seller” means the company named overleaf or, where no company is named overleaf, the company supplying Goods or Advice to the Buyer.
Under no circumstances may Goods be returned for credit unless previous agreement has been obtained and in no case will open or broken drums or packages or those in a neglected or unsaleable condition be accepted.
The Seller reserves the right to charge the Buyer for all pallets on which Goods have been received from the Seller unless such pallets are returned in good condition to the Seller or the Seller’s nominated agent within a reasonable time of delivery. Other packages are free and non-returnable unless the Buyer is advised otherwise.
Save where other payment terms are referred to by the Seller on the Seller’s invoice, payment is due in 3 working days following the day in which the invoice is raised. Time for payment shall be of the essence.
If the Buyer fails to pay the Seller any sum when due, the Buyer will be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 8% above the official dealing rate of the Bank of England prevailing on the 30th June (in respect of interest which starts to run between 1 July and 31 December) or 31 December (in respect of interest which starts to run between 1 January and 30 June) immediately before the due date for payment (or such lower rate as the Seller in its absolute discretion may decide), calculated on a daily basis until payment is made, whether before or after any judgement.
If the Buyer shall commit any breach of a Contract or any other contract between the Buyer and the Seller or if any distress or execution shall be levied upon any of the property or assets of the Buyer or if the Buyer shall in the sole opinion of the Seller be unable to pay the Seller for any goods or services or suspend payment of its debts or make any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in anyway being a company have a receiver appointed of its assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Buyer or if any other person takes possession of or sells the Buyer’s assets or an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 pass any resolution to be wound up or being a person shall commit any act of bankruptcy or have any bankruptcy petition presented against it, then and in any such event the Seller shall without prejudice to any other rights and remedies it might have and without any liability whatsoever be at liberty forthwith by notice in writing to the Buyer to cancel all or any orders and contracts (including the Contract) or any part thereof remaining unfulfilled between the Seller and the Buyer.
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller, including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract but without liability on the part of the Seller.
If any part of this Contract is held by a court to be invalid, void or unenforceable in the jurisdiction of the court in which that decision is made, the remainder of the provisions of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
The construction validity and performance of this contract shall be governed by the law of the UK.