TERMS & CONDITIONS.
STANDARD CONDITIONS OF SALE
1 INTERPRETATION In these Conditions the following words have the following meanings:
1.1 “the Buyer” the person(s), firm or company who purchases the Goods from the Company;
“the Company” OREAN PERSONAL CARE LIMITED, (Co No. 6723673) whose registered office is at [Unit E1], Stubs Beck Lane, West 26 Industrial Estate, Cleckheaton, West Yorkshire, BD19 4TT;
“Contract” the Buyer’s order for the Goods and the Company’s acknowledgement of order, incorporating these Conditions;
“Delivery Point” the place where delivery of the Goods is to take place under Condition 4.1 as specified in the Company’s acceptance of order;
“Ex Works” has the meaning set out in Incoterms 2000;
“Free Issue” the materials provided by the Buyer to the Company in accordance with these Conditions;
“Goods” any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them);
“Specification” any specification for the Goods provided to the Buyer by the Company with the quotation as set out in Condition 3.1; and “Working Day” any day from Monday to Friday upon which the Company is open for business, excluding weekends and any statutory or bank holidays in England.
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted, or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions, headings will not affect the construction of these Conditions.
2 APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.3, the Contract will be governed by these Conditions to the exclusion of all other terms and conditions, including any Buyer terms that may accompany purchase orders, confirmations, or other documents.
2.2 No variations or amendments to these Conditions shall be effective unless expressly agreed in writing and signed by a Director of the Company.
2.3 Each order for Goods by the Buyer constitutes an offer to purchase Goods under these Conditions. The Company’s acceptance occurs only upon issuing a written acknowledgement or delivering the Goods.
2.4 The Buyer shall place all orders at least 12 weeks prior to the desired delivery date unless otherwise agreed in writing. Any amendments to orders must be communicated in writing and are subject to the Company’s agreement.
2.5 Any postponement request by the Buyer for an acknowledged order exceeding 3 months from the acknowledged delivery date will result in:
2.5.1 An invoice for 50% of the order value, payable under agreed payment terms, to cover the costs of working capital invested in raw materials and labour.
2.5.2 Upon completion of the purchase order, 40% of the order value will be credited.
2.6 If an order is delayed by more than 6 months beyond the acknowledged delivery date, it will be treated as a cancellation under Condition 2.7.
2.7 Any cancellation request for an acknowledged order will result in an invoice for 70% of the order value, payable under agreed payment terms, to cover costs for purchased materials and administrative handling.
2.8 In accordance with Clause 4.5.3, if the Buyer fails to take delivery within 30 days of the acknowledged delivery date, the Goods will be deemed delivered, and the Company may store the Goods at the Buyer’s expense. Storage charges of £2 per pallet per week (UK) or $4 per pallet per week (US) will accrue until the Buyer collects the Goods, or they are resold.
2.9 Components supplied by the Buyer will also incur storage charges if there is no demand for their use (e.g., no associated purchase order) or if a postponement exceeds 3 months. The Buyer will bear all costs for return or continued storage.
3 DESCRIPTION
3.1 The description of the Goods shall be as set out in the quotation and any Specification provided with that quotation by the Company to the Buyer.
3.2 All drawings, descriptive matter, general specifications, performance figures, and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
3.3 Any representations made by the Company’s employees in connection with the Goods or their performance are for the sole purpose of giving an approximate idea of the Goods and shall not form part of the Contract.
3.4 No representations made in connection with the Goods shall be binding on the Company unless made in writing and signed by a Director of the Company.
4 DELIVERY
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place Ex Works.
4.2 The Buyer will provide at its own expense all adequate and appropriate Free Issue materials for the effective delivery of the Goods if required. Where any such materials are supplied by the Buyer to the Company such materials shall remain at the risk of the Buyer at all times and the Company shall not be liable for the loss of or damage to any material during fabrication by the Company or whilst stored on the premises of the Company.
4.3 The Company’s acknowledgement of order will contain a target week for delivery during which the Company will use reasonable endeavours to deliver the Goods.
4.4 Any dates for delivery of the Goods, specified in accordance with condition 4.3, are intended to be an estimate only and time for delivery is not of the essence and shall not be made of the essence by notice.
4.5 If for any reason the Buyer 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 the Buyer has not provided appropriate instructions, documents, licences, authorisations, or Free Issue materials:
4.5.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence);
4.5.2 the Goods will be deemed for the purposes of the Contract to have been delivered; and
4.5.3 the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance). If the Buyer does not take delivery of the Goods within 30 days of the date of deemed delivery, the Company may sell the Goods at the market rate and the Buyer shall pay any shortfall between the proceeds of such sale less all related costs and expenses made and the order price of the Goods.
4.6 Where the Company is to deliver the Goods in instalments, each such instalment shall be deemed to be the subject of a separate Contract and no damage, non-delivery, or shortage in relation to any such instalment shall entitle the Buyer to any remedies in relation to any other instalment or Contract.
4.7 Upon delivery, the Buyer shall inspect the consignment of Goods delivered, and any anomalies of weight or volume or any material defects in the Goods shall be recorded on the Company’s delivery note, and the delivery note shall be signed by the Buyer. In the absence of proof acceptable to the Company of the weight and volume details of any consignment of Goods received by the Buyer on delivery, the delivery note shall be conclusive evidence of the weight and volume of the Goods received by the Buyer on delivery.
4.8 Any liability of the Company for delivery of the wrong number, weight or volume of Goods shall be limited to (at the Company’s sole discretion) collecting Goods of the weight, volume or size and replacing them with Goods of the correct weight, volume or size, and delivering any missing Goods, or collecting any surplus Goods, within a reasonable time (where a reasonable time shall be determined by the Company’s normal lead time for the manufacture and distribution of the Goods in question at that time).
5 RISK/TITLE
5.1 The Goods are at the risk of the Buyer from the time that delivery takes place Ex Works.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
5.2.1 The Goods; and
5.2.2 All other sums which are, or which become due to the Company from the Buyer on any account.
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
5.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
5.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
5.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in perfect condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Buyer shall produce the policy of insurance to the Company; and
5.3.5 hold the proceeds of the insurance referred to in condition 5.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
5.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
5.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value, and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly;
5.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
5.4.3 The Buyer shall hold the proceeds of sale referred to in condition 5.4.1on trust for the Company and shall not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
5.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
5.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court 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), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
5.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contractor any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
5.5.3 the Buyer encumbers or in any way charges any of the Goods; or
5.5.4 the Buyer fails to make any payment on time that is due to Company under the Contractor otherwise.
5.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
5.7 The Buyer grants the Company, its agents, and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5.8 Where the Company is unable to determine whether any Goods are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
5.9 The Buyer hereby indemnifies in the Company in full and keeps the Company indemnified in full against all claims for damages, loss and restoration costs arising from the removal of the Goods from any third party’s premises.
6 PRICE
6.1 Unless otherwise agreed by the Company in writing the price of the Goods shall be the price in the Company’s acknowledgement of order.
6.2 The price for the Goods shall be exclusive of any value added tax which the Buyer will pay in addition to the price when it is due to pay for the Goods.
6.3 The Company may at any time prior to acknowledgement of acceptance of an order vary the price. Following formation of the Contract the Company may at any time propose to the Buyer an increase in the price to take into account increases in costs of production or components, and where the Buyer rejects the proposed increase the Company may, at its sole discretion, terminate the Contract.
7 PAYMENT
7.1 Payment of the price for the Goods is due 30 days following the date of invoice in immediately available cleared funds.
7.2 Time for payment shall be of the essence.
7.3 No payment shall be deemed to have been received until the Company has received cleared funds.
7.4 The Company reserves the right to review and reduce the agreed payment terms following any late payment performance by the Buyer. Any adjustments to the payment terms will be communicated in writing and shall take affect immediately upon notification.
7.5 All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other provision.
Orean Personal Care Ltd.
Unit E1, Stubs Beck Lane, West Yorkshire, BD19 4TT
Tel. 01274 878206 Fax. 01274 864644
Registered in England No. 6723673 VAT Registration No. GB942031067
7.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, retention, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
7.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the Bank Of England, accruing on a daily basis until payment is made, whether before or after any judgement or if greater, the interest payable from time to time on such sum from the due date for payment under the Late Payment of Commercial Debts (Interest) Act 1998.
8 WARRANTY
8.1 The Company warrants that (subject to the other provisions of these Conditions) upon delivery and for a period of 18 months following the date of delivery or if earlier than the expiry of the “period after opening” date as stamped or indicated on the Goods, the Goods shall:
8.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act1979; and
8.1.2 be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Company.
8.2 The warranty under Condition 8.1 excludes claims relating to any material defects that arise from misuse or abuse of the Goods, or any defect caused or contributed by any free issue materials provided by the Buyer or any third party; or lack of exercise of all due skill and care during loading, unloading, storing or use of the Goods, whether caused by the Buyer or any third party.
8.3 The liability of the Company under the warranty in Condition 8.1 shall be limited to the Company replacing the Goods in question at its own cost within a reasonable time (where a reasonable time shall be determined by the Company’s normal lead time for the manufacture and distribution of the Goods in question at that time).
8.4 Except for the express warranties set out above the Company grants no other warranties relating to defects in the design workmanship or materials of the Goods and all other conditions, warranties, stipulations or other statements whatsoever, whether express or implied by statute at common law or otherwise relating to such defects in the Goods, are hereby excluded: in particular (but without limitation of the foregoing)) the Company grants no warranties (other than as provided in the warranties set out above) regarding the fitness for purpose, performance, use, quality, or merchantability of the Goods, whether express or implied, by statute at common law or otherwise, howsoever.
8.5 Where Free Issue materials are supplied by, or on behalf of the Buyer to the Seller, the Buyer shall be responsible for ensuring that such materials are of satisfactory quality and shall indemnify the Seller against any loss, damage, injury or expense arising directly or indirectly from any actual or alleged fault in or incorrect specification of such materials.
9 LIMITATION OF LIABILITY
9.1 Neither party excludes or limits liability to the other party for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation nor where liability cannot be excluded or limited as a matter of law (e.g. breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 (as amended) or Section 2 of the Supply of Goods and Services Act 1982).
9.2 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer whatsoever or howsoever caused or arising whether in respect of the following or otherwise:
9.2.1 any breach of these Conditions;
9.2.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
9.2.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION
9.3 Subject to Conditions 9.1 and 9.2 above;
9.3.1 the Company’s total liability shall be limited to the price of the Goods under the order which has given rise to the claim; but
9.3.2 the Company shall not be liable to the Buyer for:
(a) any indirect or consequential loss or damage;
(b) any pure economic loss, loss of profit, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential; and/or
(c) any costs, expenses or other claims for consequential compensation whatsoever and howsoever caused which arises out of or in connection with the Contract.
10 ASSIGNMENT
The Buyer shall not be entitled to assign, novate or otherwise transfer the Contract or any part of it without the prior written consent of the Company.
11 FORCE MAJEURE
11.1 The Company 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 Company (an Event of Force Majeure) including, for the avoidance of doubt:
11.1.1 acts of God, fire, explosion, flood, epidemic;
11.1.2 governmental actions, war or national emergency, riot, civil commotion.
How to contact us
You can contact us via any of the below methods:
Email: welcome@orean.co.uk
Telephone : +44 (0) 1274 878206
Post : Orean Personal Care, Unit E1, Stubs Beck Lane, West 26 Industrial Estate, Cleckheaton, BD19 4TT, UK.
