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1. DEFINITIONS

Seller’ means ORGATEX UK Limited, 195a Kenton Road, KENTON – MIDDLESEX HA3 0HD (UK). ‘Buyer’ means the person, firm or Company who agrees to buy or buys the goods from the Seller. ‘Goods’ means the goods/materials which the Buyer agrees to purchase from the Seller. ‘Price’ means the price for the goods excluding carriage, packing, insurance and VAT. ‘Delivery Date’ means the date set out overleaf when the goods are to be delivered by the Seller to the Buyer or collected by the Buyer. ‘Conditions’ means the terms and conditions of sale set out in this document and any other terms and conditions set out underneath. ‘Contract’ shall mean a contract to which these Conditions apply.

2. TERMS AND CONDITIONS

The terms and conditions set out in this document are the only terms and conditions the Seller shall apply in respect of any sale of Goods by the Seller to the Buyer and all other terms and conditions including any other terms and conditions which the Buyer may attempt to apply under any confirmation of purchase order or similar document is and shall hereby be excluded. Therefore, the prospective Buyer acknowledges that he accepts these present terms and conditions and that any standard terms and conditions which may appear on any of his stationery shall be of no effect.

3. PRICE

Unless otherwise specifically agreed by the Seller, prices are determined by reference to the Seller’s standard price list current at the date of the order by the Buyer, subject always to extra charges where applicable for special non-standard goods or services. The Seller reserves the right at any time without notice to change its prices in respect of Goods not yet ordered for any reason whatsoever to include adverse exchange rate fluctuation, increases in taxes, duties, and the cost of labour, materials and other manufacturing costs. Unless the Seller agrees otherwise in writing, the price is exclusive of any costs of packaging, carriage and any applicable value added tax, sales, import and export taxes and the Buyer shall be additionally liable to pay the Seller any such applicable costs and taxes at the same time as payment for the Goods.

4. PAYMENT OF THE PRICE AND TITLE

Payment of the full Price and VAT shall be made within 30 days of the invoice date and time for payment shall be of the essence of the Contract. If the Buyer shall fail to make payment on the due date, then without prejudice to any of the Seller’s other rights, the Seller may upon prior notice delivered within 3 days to the Buyer: – cancel or cease deliveries of any other goods due to the Buyer and/or – charge interest on the amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; – sell or otherwise dispose of any Goods which are subject of any order by the Buyer; and – suspend or cancel any Contract for the sale of Goods to the Buyer. The title to all Goods sold by the Seller will remain vested in the Seller until full payment has been made by the Buyer. At anytime at the Seller’s discretion the Seller may use its retention of title to recover Goods not paid for in full from a Buyer, client or a third party. Should the Goods not be available the Seller may claim other goods of a similar value. On behalf of the Seller, its servants or agents may enter upon the Buyer’s premises for the purpose of repossessing the Goods or goods of the same value. If any money value difference is left after the Seller has recuperated the amount outstanding the balance will be returned less costs. If the Buyer is a limited company or other legal entity claiming limited liability and the Buyer is unable to pay for Goods and or services supplied for any reason whatsoever, including insolvency, the directors or partners shall also become jointly and severally liable for the debt. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.

5. DELIVERIES

Deliveries are ex works. Delivery terms quoted are subject to confirmation after order and are at times subject to unforeseen delays over which the Seller has no control. The Seller whilst making reasonable effort to comply with the quoted date of delivery shall not be liable for any penalty, loss, injury, damage or expenses directly or indirectly consequent upon any delay or failure in delivery or performance by the Seller or its agents or servants from any cause whatsoever nor shall such delay entitle the Buyer to cancel any order, refuse to accept or repudiate any Contract for work to be done.

6. ACCEPTANCE

The Buyer shall be deemed to have accepted the Goods one (1) day after delivery to the Buyer. Within said one (1) day of delivery, the Buyer shall inspect the Goods and notify the Seller of any alleged damage, defects, failure to comply with the description or sample or shortness in quantity. The Buyer shall duly inform the Seller before returning the Goods and before any use is made of them, both parties agree that the return of Goods will be under the Seller’s sole responsibility. If the Buyer shall fail to comply with these provisions, the Buyer shall have been deemed to have accepted the Goods. After having accepted the Goods the Buyer shall not be entitled under any circumstances to reject the Goods except if they are not in conformity with the Contract. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods (including but not limited to, if the Seller is unable to deliver the Goods to the Buyer because the Buyer has not provided appropriate instructions, documents, licenses or authorisations), at the time when the Seller has tendered delivery of the Goods.

7. SPECIAL PRODUCTIONS / NON STANDARD PRODUCTS

Invoicing of custom made and/or non-standard products is subject to the quantity effectively produced and may vary to +10%/–10% of the ordered quantity. The produced quantity will be invoiced. Custom made products are not allowed to be exchanged or returned. Average production time of custom made products is 5 – 6 weeks.

8. LIABILITY

The Seller (subject as herein provided) undertakes to replace, correct or at its option credit the value of all Goods supplied which are defective or otherwise not in conformity with the Contract. The Seller must be informed in writing of such defective Goods and requested to make such replacement or correction or give such credit within 2 weeks from collection or delivery of the Goods. The Seller’s liability whether in Contract, tort or otherwise in respect of any Goods supplied by it, shall be limited solely to the foregoing, and in no circumstances does the Seller accept any further liability or any injury, damage or financial loss or for either direct or consequential losses howsoever or whenever arising.

9. LIMITATION OF LIABILITY

If the Seller carries out any work at the request of the Buyer, the Seller’s liability for any failure or breach of Contract will be limited to the invoice cost of the work.

10. CANCELLATION

Orders placed with the Seller cannot be cancelled except with the Seller’s written consent and on terms which will indemnify the Seller against any damage or consequential loss.

11. TRADEMARKS

Buyer shall not remove, alter, obliterate or cover up the Seller’s trademarks appearing on any of the goods and shall not take actions which are inconsistent with the Seller’s ownership of such trade names and trademarks. The Buyer is to indemnify the Seller against any claims whatsoever for damages and or costs against all liability in respect of any infringement of trade mark, patent right, copy right or any other intellectual property resulting from compliance with clients instructions express or implied.

12. PERFORMANCE OF CONTRACT

The Seller shall not have any Liability for any breach, hindrance or delay in performing the Contract attributable to any cause beyond its reasonable control including any act of God, outbreak of war, either general or local riot, or other civil commotion, strike, lockout, act or decree of any government or any other act. In the event of non-delivery or non-performance by the Seller’s suppliers or damage, loss or destruction of the whole or part of the Goods or work, the Seller may at its option suspend performance or cancel its obligation under the Contract without liability for any damage or consequential loss resulting there from such suspension or cancellation being without prejudice to the Seller’s right to recover all sums owing to it in respect of consignments delivered, or collected and costs incurred to date.

13. BREACH OR INSOLVENCY EVENTS

If the Buyer is in breach of any term of a Contract, or the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order; or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or the Buyer is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986; or an equivalent event occurs in another jurisdiction; or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly, then without prejudice to any other right or remedy available to it, the Buyer’s authority to resell the Goods under any condition shall be automatically revoked and the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer immediately upon notice to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

14. ASSIGNEMENT

The Contract shall not be assigned by the Buyer to any third party without the prior consent of the Seller.

15. CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” may not be disclosed or copied unless authorised in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

16. NOTICES

Any notice required or authorised to be given under the Contract shall be in writing and may be served by personal delivery or by recorded delivery letter.

17. LAW AND JURISDICTION

Subject to the above terms and conditions the Buyer shall not take legal action against the Seller. The Contract (and any non-contractual right or obligation arising out of or in relation to it) shall be governed by and construed in accordance with English law and the Buyer hereby submits to the exclusive jurisdiction of the English courts. Nothing in these Conditions is intended to give any third parties any rights to enforce any term and conditions.

 

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