1. DEFINITONS

1.1      “Company” means Shorrock Trichem Ltd and it’s subsidiary companies, affiliates and/or trading decisions
1.2       “Goods” means all goods forming the subject of this contract including all parts and components incorporated in them

  1. CONTRACT

All orders are subject to these conditions
Subject to any permitted variation under the agreement, this agreement between the Company and the Customer shall be on these terms and conditions (the “conditions”) to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other documentation). These conditions apply to all the Company’s sales to the Customer and any variation to these Conditions and any representation about the goods supplied to the customer shall have no effect unless expressly agreed in writing by the company

  1. QUOTATIONS

(a)      All quotations are subject to withdrawal or amendment by the Company at any time prior to actual receipt by the Company of a written acceptance and errors are subject to correction at any whether before or after such receipt.
(b)      If no written acceptance has been received by the Company within 30 days of the date of quotation the quotation shall be deemed to have lapsed

  1. PRICES

(a)      Unless otherwise agreed in writing the Goods shall be sold and invoiced at the Company’s current prices at the date of order. Catalogues, price lists, and other advertising material are provided for illustrative purposes only.
(b)      Prices include standard delivery costs in the UK but the Company reserves the right to make an additional charge for special deliveries which shall be notified to the Customer prior to despatch.
(c)      Prices are exclusive of VAT and other taxes (if any) and such costs shall be payable by and invoiced to the Customer.
(d)      Should any increase occur in the cost of labour, materials, transport or any other direct cost incurred in manufacture or supply at any time between date of quotation and completion of contract the Company reserves the right to adjust the contracted prices to take such increases into account upon giving to the Customer notice of any such increase.

  1. PAYMENT

Payment is strictly net 30 days from the date of invoice being the date of despatch of any delivery or the date of despatch of any installment where delivery is by installments. Time for payment shall be of the essence. The company reserves the right to charge interest on all outstanding accounts at the rate of 3% above the base rate for the time being in force of Barclays Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgement No payment shall be deemed to have been received until the Company has received cleared funds.

  1. RESERVATION OF TITLE

6.1      Ownership of the goods shall not pass to the Customer until the Company has received full (in cash or cleared funds) all sums due to it in respect of:
(a) the goods; and
(b)      all other sums which are or which become due to the Company from the Customer on any account
6.2      Until ownership of the goods has passed to the Customer, the Customer must:
(a)  hold the goods on a fiduciary basis as the Company’s bailee;
(b)      store the goods (at no cost to the Company) separately from all other goods of the customer or any third party in such a way that they remain readily identifiable as the Company’s property;
(c)      not destroy, deface, or obscure any identifying mark or packaging on or relating to the goods;
(d)      maintain the goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company and on request the Customer shall produce the policy of insurance to the Company; and
(e)      hold the proceeds of the insurance referred to in clause 6.2(d) on trust for the Company and not mix them with any other money, not pay the proceeds into an overdrawn bank account
6.3      The Customer may resell the goods before ownership has passed to it solely on the following conditions:
(a)      any sale shall be effected in the ordinary course of the Customer’s business at full market value and the Customer shall hold such part of the proceeds of the sale as represent the amount owed by the Customer to the Company on behalf of the Company and the Customer shall account to the Company accordingly;
(b)      any such sale shall be a sale of the Company’s property on the Customers own behalf and the Customer shall deal as principal when making. such a sale.
6.4      The Customer grants the Company, its agents and employees an irrecoverable license at any time to action any premises where the goods are or may be stored in order to inspect them, or where the Customer’s right to possession has terminated, to recover them.

  1. DELIVERY

If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because of the Customer:
(a)      risk in the Goods shall pass to the Customer (including for loss and damage caused by the Company’s negligence); (b)      the Goods will be deemed to have been delivered; and
(c)      the Company may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).

  1. EXAMINATION AND CLAIMS

The Customer shall as soon as reasonably practicable following delivery examine the Goods and shall notify the Company forthwith and in any event within the following time periods of any potential claim:
8.1      In respect of damaged Goods or Goods not confirming to the Customer’s order, within three days of delivery;
8.2      In respect of a shortage in delivery within ten days of delivery.

  1. SAMPLE AND DESCRIPTION

The Goods will meet their general descriptions as shown in the delivery note but the Company may change composition, packaging, manufacturing processes and other such matters from time to time.
Description on the packaging of the Goods the Company supplies shall not constitute representations or terms between the parties, and, in particular, any quantity shown on any packaging or invoice or delivery note shall be interpreted for the purpose of contracts between the parties as subject to the customary tolerance.

  1. CARRIAGE

Quoted prices include delivery costs of all orders for single deliveries to any part of the British mainland either by good, train or conventional road transport
For all other orders, the carriage will be charged at cost. if the Goods are sent at the Customer’s request by a more expensive means of transport, the additional carriage cost will be charged to and be paid by the Customer.
Where Goods are delivered by the Company on pallets the Customer must provide like for like replacement pallets at the time of delivery. If replacements are not provided then the Company reserves the right to pass on any associated costs of such failure including the cost of pallet rental and replacement Pallets containing the Goods will be stacked to a maximum height of I .4 metres unless agreed otherwise between the Customer and the Company in writing.

  1. 1 LIABILITY

(a)      The Company shall be liable for loss occasioned by delay in completing the contract or loss arising from delay in transit only where such delay is unreasonable having regard to all the circumstances.
(b)      If any Goods are defective for any reason (including negligence) the Company shall on written notice from the Customer endeavor where possible to rectify such defect or defects at its own expense but the Company shall not be deemed liable thereof merely because the Company has endeavored to rectify such defect or defects.
(c)      The Company shall be under no liability for failures or delays attributable to causes beyond its control.
(d)      Subject to (11 a) and (11 b) above all warranties, conditions and other terms implied by statute of common law (save for the conditions implied by section 12 of the
Sale of Goods Act 1 979) are to the fullest extent permitted by law hereby includes:
(e)      The Customer shall indemnify the Company against all claims, demands, damages, penalties costs and expenses to which the Company may become liable by reason of any infringement or any alleged infringement of patents, registered designs, copyright of trademarks or other industrial property rights.
(f)       The Customer shall indemnify the Company against any claims, costs, and expenses arising out of the printing of any defamatory or otherwise unlawful material on behalf of the Customer.
(g)      Subject to conditions (11b) and (11c):
(i)       the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with these Conditions shall be limited to the value of the Goods ordered to which the claim related; and
(ii)      the Company shall not be liable to the Customer for any indirect or consequential loss of damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with these Conditions.
Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent representation.

  1. DISPENSERS

Where the Company provides the Customer with dispensers at no extra cost to the Customer, these remain the property of the Company. The Customer must return such dispensers immediately on request by the Company. If the Customer fails to comply the Company may charge the Customer the cost of replacement (or retail price if one exists).

  1. CUSTOMERS RESPONSIBILITIES

13.1    The Customer shall co-operate fully in any product hold or recall campaign organised by the Company and assist the Company in recovering affected Goods and preventing their sale to third parties.
13.2    All information received by the Customer from the Company in respect of the Company’s business shall be deemed to be confidential and the Customer shall not use or disclose such information without the Company’s express authorisation unless it is publicly known (otherwise than by breach of this obligation).

  1. TRADEMARKS, PATENTS, AND COPYRIGHTS

14.1    The Customer recognises the Company’s ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights in relation to Goods.
14.2    The Customer will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.
14.3    The Customer will promptly notify the Company if it becomes aware of any infringement of such intellectual property rights by any third party and shall provide its reasonable assistant to the Company in connection with any resultant proceedings.

  1. FORCE MAJEURE

15.1    The Company shall not be liable to the Customer on any account whatsoever in the event that the Company is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure which expressions shall mean.
15.1.1 act of God, fire, flood, storm, power failure, reduction of power supplies, mechanical failure, including any failure of the Company’s computer or computer related systems, or lack or shortage of materials or stock or any other circumstances beyond the reasonable control of the Company and;
15.1.2 whether or not within the Company’s control, strikes, lock-outs, or industrial disputes in relation to the Company or any other party or any action taken by the Company in connection therewith or in consequence or furtherance thereof.
15.2    In such event the Company may at its option either suspend performance or cancel the contract in (question or so much of it as remains unperformed without liability for any loss and without prejudice to the Company’s rights to receive payment of the price of all Goods previously delivered.

  1. WAIVER

No waiver by the Company of any breach of the Customers obligations hereunder shall constitute a waiver of any other prior or subsequent breach or obligation and the Company’s rights shall not be affected by any delay, failure, forbearance or omission in enforcing any obligation of the Customer.

  1. NON-ASSIGNMENT

The Customer may not assign, transfer, or sub-contract the benefit or burden of an order or any part without the prior written consent of the Company. The Company may assign, transfer or sub-contract the benefit or burden of any order or any part to any of its group as defined in Section 53 of the Companies Act 1989.

  1. SEVERABILITY

18.1    If and to the extent that any provision or any part of these Terms is deemed to be illegal void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed to be severed from the remaining provisions or parts of the relevant provisions (as the case may be) all of which remaining provisions shall remain in full force and effect.
18.2    In particular, should any limitation of the Company’s liability contained in these Terms be held illegal, void or unenforceable under any applicable statute or rule of law it shall to that extent only be deemed severed therefrom, but, if the Company thereby becomes liable for any loss or damage, such liability shall be subject to all other relevant limitations contained in these Terms.

  1. LAW 

These Terms shall be construed according to the laws of England and the Company and the Customer submit to the non-exclusive jurisdiction of the English Courts in connection with any dispute or proceeding arising out of any contract incorporating these Terms.

  1. NOTICES 

All notices between the Customer and the Company must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission; (a)      (in the case of communications to the Company) to its head office or such changed address as shall be notified to the Customer by the Company; or
(b)      (in the case of communications to the Customer) to the registered office at the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of these Conditions or such other addresses as shall be notified to the Company by the Customer.
Communications shall be deemed to have been received:
(a)       if sent pre-paid first class post, 2 days (excluding Saturday, Sundays, bank and public holidays) after posting (exclusive of the day of posting); (b)      if delivered by hand, on the day of delivery;
(c)       if sent by facsimile on a working day prior to 4:00 pm, at the time of transmission and otherwise on the next working day;

  1. GENERAL 

All payments payable to the Company under these Conditions shall become due immediately upon termination of these Conditions despite any other provisions.
The Customer shall make all payment due under these Conditions without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the
Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

  1. HEADINGS 

The headings to these Terms and Conditions are for Convenience of reference only and shall have no effect on the construction of the Terms.