Terms & Conditions
1.1 In these conditions
"Buyer" means the person who enters into a Contract with Trichem South Ltd.
"Goods" means Trichem goods listed in the Schedule to the Contract.
"Trichem" means Trichem South Limited (registered number 1980876).
"Conditions" means the terms and conditions set out in this document.
"Contract" means the contract annexed hereto together with the Schedule and these Conditions.
"Writing" includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. BASIS OF THE SALE & MISREPRESENTATION
2.1 Trichem shall sell and the buyer shall purchase the goods exclusively in accordance with the Contract and no other terms and/or conditions shall apply whatsoever.
2.2 The range, quantity and cost of the Goods to be supplied and the frequency and the period of supply shall be determined by Trichem upon the records, information and representations of the Buyer and if, in the course of preparing the Contract, there was any error, miscalculation or misrepresentation by or on the part of the Buyer, Trichem shall be entitled to vary the terms of the Contract or at its option terminate the Contract forthwith without prejudice to any claims it may have in respect of such error, miscalculation or misrepresentation.
2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Trichem.
3. SPECIFICATIONS & CANCELLATION
3.1 The range, quantity, quality and description of and any specification for the Goods shall be those set out in the Schedule to the Contract.
3.2 Trichem reserves the right to make any changes in the specification of the goods which are required to confirm with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
Shall not be of the essence unless previously agreed by Trichem in Writing.
3.3 Notwithstanding an agreed fixed term, the contract may be terminated by either party at any time provided that not less than one month's notice in writing shall be given and termination shall be without prejudice to any claims of either party arising prior to or as a result of termination.
4. CONTRACT PRICE & VARIATIONS
4.1 The Contract price shall be Trichem's quoted price and is exclusive of value added tax, which is additionally payable.
4.2 If the Buyer wishes to vary the Contract in any way, including, without limitation, requiring new or substituted Goods or changing the specified business activity (all as detailed in the Contract) such variation must be agreed in Writing between the parties and Trichem shall have the right to vary the price and any other terms and conditions or at its option, terminate the Contract without prejudice to any rights it may have arising prior to or as a result of such termination.
5. TERMS OF PAYMENT
5.1 The Buyer shall pay Trichem within 30 days of the date of Trichem's invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Trichem, Trichem shall be entitled to:
5.2.1 Cancel the contract or suspend any further deliveries to the Buyer.
5.2.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Trichem) as Trichem may think fit (notwithstanding any purported appropriation by the Buyer); and
5.2.3 Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per month or any part thereof until payment in full is made together with all costs, charges or expenses incurred in recovering any amount due.
6.1 Delivery of the Goods shall be made by Trichem to the Buyer's premises.
Any dates quoted for delivery of the Goods are approximate only and Trichem shall not be liable for any delay in delivery of the Goods however caused.
7. RISK & PROPERTY IN THE GOODS
7.1 The Goods shall remain Trichem's property notwithstanding that the Contract between Trichem and the Buyer provides for payment based on an agreed level of business activity and title to the Goods shall pass only when the Buyer has used the goods in the course of its business and has paid all sums due from it on any account to Trichem from time to time.
7.2 Notwithstanding the Goods remain Trichem's property; risks of damage to or loss of the Goods shall pass to the Buyer at the time of delivery.
7.3 Unless and until the provisions of Clause 9 apply or the Buyer fails to pay any amount when due to Trichem, the Buyer shall be entitled to and shall exclusively use the Goods in the ordinary course of business.
7.4 The Buyer's right to possession of the Goods shall cease and Trichem shall be entitled to require the Buyer to deliver up the Goods to it (and if the Buyer fails to do so, to enter upon the premises of the Buyer to repossess the Goods) in the following events:
7.4.1 The Buyer fails to pay Trichem any amount when due for payment; or
7.4.2 The provisions of Clauses 3.3 or 4.2 apply (termination);
7.4.3 Upon the expiry of the term of the contract
7.4.4 The provisions of Clause 9 apply (insolvency).
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Trichem
8 WARRANTIES & LIABILITIES
8.1 Subject to the conditions set out below, Trichem warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
8.2 The above warranty is given by Trichem subject to the condition that Trichem shall be under no liability in respect of any defect arising from fair wear and tear, negligence, abnormal working conditions, failure to follow Trichem's instructions, misuses or alteration or repair of the Goods without Trichem's approval.
Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 WHERE THE GOODS ARE SOLD UNDER A CONSUMER SALE (AS DEFINED BY THE CONSUMER TRANSACTIONS/RESTRICTIONS OR STATEMENTS) ORDER 1976) THE STATUTORY RIGHTS OF THE BUYER ARE NOT AFFECTED BY THESE CONDITIONS.
8.5 Except in respect of death or personal injury caused by Trichem's negligence, Trichem shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Trichem, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.6 Trichem shall not be liable to the Buyer or be deemed to be in breech of the Contract by reason of any delay in performing, or any failure to perform, any of Trichem's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Trichem's reasonable control.
9 INSOLVENCY OF THE BUYER
9.1 This clause applied if:
9.1.2 An encumbrancer takes possession or a receiver, administrative receiver or administrator is appointed of any of the property or assets of the Buyer; or
9.1.3 The Buyer ceases or threatens to cease to carry on business; or
9.1.4 Trichem reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this Clause applies then, without prejudice to any other right or remedy available to Trichem, Trichem shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and Trichem shall be entitled to repossess its Goods and/or invoice the Buyer for all Goods delivered and/or consumed and the debt shall become immediately due and payable notwithstanding any previous agreement in the Contract relating to payment based on the specific business activity of the Buyer.
10 USE AND CONSUMPTION OF THE GOODS
The Buyer expressly agrees for itself and its employees to use the goods for the specified business activity as stated in the Contract and for no other purpose whatsoever. In particular, the Buyer shall not sell or transfer the goods to a third party.
11.1 Trichem South Limited is a member of a group of companies and accordingly Trichem may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of the group, provided that any act or omission of any such other member shall be deemed to be the act or omission of Trichem.
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 The Contract shall be governed by and construed in accordance with the laws of England save in the case of a Buyer having its registered office in Scotland when the laws of Scotland shall apply.
11.4 Trichem South Limited will supply upon request Chemical Dosing units for the sole use of its products. The chemical dosing units will be supplied on a free on loan basis and will remain the property of Trichem South Limited at all times. Trichem South Limited reserve the right to make a charge for lost, stolen or damaged dosing units.