The following are the conditions upon which ARC WORKWEAR & PPE LTD (the seller) is prepared to deal with the buyer referred to overleaf and the conditions shall govern the sale by the seller to the buyer of the goods referred to overleaf to the exclusion of any other terms excluding but without limitation conditions and warranties written or oral express or implied even if contained in any of the buyer’s documents which purport to provide that the buyer’s terms will prevail. No variation or qualification of the conditions or of any quotation or contract arising there from shall be valid unless agreed to in writing by the seller. In the event of any conflict between special conditions and these conditions, the special conditions shall prevail.
No contract is concluded until the seller sends an acknowledgment of order to the buyer. Any quotation in whatever form given by the seller is subject to these conditions and does not constitute an offer to sell and is valid for 30 days only from the date of the quotation.
No order which has been accepted by the seller may be cancelled by the buyer except with the agreement in writing of the seller and on terms that the buyer shall indemnify the seller in full against all loss (including but without limitation) loss of profit, costs, damages, charges and expenses incurred by the seller as a result of cancellation.
Prices quoted by the seller are not fixed and the seller shall be entitled to increase the price of the goods and the buyer shall pay the increased price if at the date of delivery of the goods the costs or expenses of the seller increase for whatever reason including but without limitation the cost of wages or fuel transport or any other cost properly attributable to the execution of the buyer’s order. No such increase shall give rise to any right of cancellation by the buyer.
Any specifications, photographs, drawings, descriptions, illustrations, plans or any other materials provided by the seller are intended for guidance only. The seller will take reasonable care of any specifications, photographs, drawings, or any other material provided by the buyer but will not be liable for any loss or damage to such material (unless such loss or damage arises from the negligence of the seller).
Neither party shall assign any contract concluded under these conditions or any part thereof without the consent of the other, such consent shall not to be unreasonable withheld.
The seller shall notify the buyer where requested to do so when the goods are ready to be dispatched and packed at the buyer’s discretion, unless the buyer requests special packaging which shall be charged extra. The seller shall arrange for transportation of the goods at the buyer’s risk and the seller shall invoice the buyer and the cost and expense thereof which shall be payable within the time period stipulated in the invoice.
The seller will use reasonable commercial endeavours to manufacture the goods and to make the goods available for delivery by any time or date agreed with the buyer but any time stated or agreed with the buyer shall not be of the essence. The buyer will reimburse the seller for any expenses and costs (including the cost of storage of any equipment) to the seller arising from the buyer’s default in giving delivery instructions.
All prices quoted are ex-works and inclusive of VAT charged at the current rate.
Where the seller has approved the credit of the buyer, accounts are due for payment within 30 days of the date of the seller’s invoice.
Statements shall be submitted and where applicable shall show an aggregate for all payments made or outstanding and time for payment shall be of the essence. Without prejudice to the seller’s right to receive payment within the period stipulated above the seller reserves the right to demand immediate payment for any of its invoices by notice in writing. Where the seller does not receive payment of any of the invoices within the time limit stipulated above interest shall therefore accrue on the sum owing to the seller at the rate of 2% per calendar month above the current bank base rate calculated on a daily basis without prejudice to the seller’s right to receive payment within the period stipulated above.
Until all sums due hereunder have been paid to the seller:-
The seller shall so far as appropriate use its best endeavours to assign the buyer the benefit of any warranty which the seller may have from the manufacturers of the goods or from the supplier of components and parts of the goods.
The buyer shall examine the goods forthwith following delivery and if the seller has arranged for transportation of the goods to the buyer without prejudice to the provisions of condition 1 it shall notify the seller in writing within 7 days of any defects in the goods which have or appear to have occurred during the transportation together with details of the defects. The buyer shall make available all such defective goods for inspections by the seller. Subject to compliance by the buyer with these provisions the seller shall in its sole discretion repair or replace goods damaged or lost during transportation arranged by it.
The seller warrants that the goods will be fit for the purpose for which they are intended for a period of 3 months from the date of dispatch of goods from the seller’s premises. If during this period the buyer becomes aware that goods are defective and not fit for the purpose for which they are intended provided that the buyer gives the seller written notice of the defect within 14 days from the date of the appearance thereof and that at its own expense returns the defective goods to the seller’s premises for inspection and testing and provided that the seller accepts that the goods are defective the seller in its sole discretion shall repair or replace the defective goods in question at its own cost and expense.
The provisions above shall not apply if the buyer without the prior written approval of the seller has attempted to repair or has dismantled or has in any other manner tampered with the goods or if the goods have been used by the buyer in detrimental, environmental or other conditions or have been improperly used in particular but without limitation where the goods have been used by persons not in the employment of the buyer or not under the supervision of the buyer.
Where the goods are intended for use at work within the scope of the provisions of the Health and safety at work etc act 1974l:-
The buyer undertakes to ensure that so far as is reasonable practicable the goods will be safe and without risk to health when properly used. The seller accepts liability at their own premises or while involved in collection or delivery of goods from or to the buyer:-
Any condition or warranty which otherwise might be implied or incorporated into the conditions by reason of statute or common law is hereby expressly excluded unless the exclusion of the same is expressly prohibited by statute.
The liability accepted by the seller is the absolute limit of the sellers liability arising hereunder and all other liability is hereby expressly excluded and in particular any loss, damage, costs and expenses of any other kind whether direct or consequential incurred or suffered by the buyer or any other third party (including but without limitation product liability claims economic loss or other loss of turnover, profit or goodwill) arising out of the supply of the goods by the seller to the buyer. The buyer shall pay, discharge and indemnify the seller and its officers, servants and agents against all and any loss, damage costs, legal costs, professional and other expenses.
The buyer hereby agrees to indemnify the seller against loss, costs or damage of any kind whatsoever suffered by it or its employees as a result of the negligent act or omission of the buyer or its employees or agents as a result of the provision of the goods.
The provisions of this condition 2 shall survive termination of the contract for any reason.
Sale of the goods by the seller to the buyer does not confer any right or licence upon the buyer to use, exploit or otherwise utilise any intellectual property rights subsidising in or relating to the goods of which the seller is the proprietor or to which the seller is otherwise entitled.
The buyer shall not at any time for any reason whatsoever disclose or use or permit to be disclosed in any way whatsoever any trade secrets or other confidential information relating to the technology, business affairs or finances of the seller.
Either party may terminate any contract concluded under the conditions forthwith by notice in the event of the other’s breach failing which the contract may be terminated forthwith.
If at any time the seller has reason to believe the buyer is unable to pay its debts or if the buyer enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or has a receiver, administrator or liquidator appointed over its assets or ceases for any reason to carry on business the seller may terminate the contract forthwith by notice in writing to the buyer.
Termination for whatever reason shall be without prejudice to the accrued rights or liabilities of the parties.
The seller shall not be in breach of any contract concluded under the conditions, if there is any total or partial failure by its duties and obligations occasioned by any acts of god, fire, act of government or state, labour disputes of whatever nature or any other reason beyond its control. If such reason continues to prevent performance of the contract for a period of more than 7 days, the parties shall consult together for the purpose of agreeing what action should be taken in the circumstances.
Any notice or other document to be given hereunder shall be in writing and shall be deemed to have been duly given, if left at, or sent by hand or first class post or express or registered post or telex, facsimile, or other electronic media to the address of the other party appearing on the front of this document.
The construction, validity and performance of contracts concluded under the conditions shall be governed in all respects by English law and shall be subject to the exclusive jurisdiction of the English courts.