Malini Ltd Standard Terms & Conditions of Sale
In these terms and conditions the following words shall have the following meanings: - "The Company" shall mean Malini Ltd.
"The Goods" shall mean the products, articles or things which are supplied by "The Company". "The Buyer" shall mean the Corporate Entity, Firm or Person being the purchaser of the Goods.
2. Making the Contract
2.1 All orders are placed under these Terms and Conditions alone.
2.2 These Terms and Conditions exclude any other Terms and Conditions inconsistent therewith which a Buyer might seek to impose even though such other Terms & Conditions may he submitted in a later document and 'or portion to excluded or to supersede any Terms & Conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.
2.3 No variation of these Terms & Conditions is permitted unless expressly accepted by the Company in writing.
2.4 Any quotation provided by the Company is open for a period of 30 days only beginning with the date thereof, provided that the Company has not previously withdrawn it. Any order issued by the Buyer is subject to acceptance by the Company.
3.1 No cancellation by the Buyer is permitted except where expressly agreed by the Company in writing.
3.2 The Buyer will in the event of an agreed cancellation by the buyer indemnify the Company folly against all expenses incurred up to the time of such cancellation, together with by way of liquidated damages a sum representing the Company s loss of profit.
4. Terms of Payment
4.1 Unless otherwise agreed in writing all sums become due and payable under these Terms & Conditions not later than 30 days from the invoice date. Time for payment shall be of the essence. First orders are on a proforma basis unless otherwise agreed by the Company.
4.2 The Company reserves the right to levy recovery costs on all overdue accounts, such costs being fairly and reasonably incurred in pursuance of the collection of payment.
4.3 The Company reserves the right to demand payment of all outstanding balances if the Buyer shall fail to fulfill the terms of payment whether doe or not and/ or cancel all outstanding orders whether due or not and or decline to make further deliveries except on the receipt of cash or satisfactory security.
4.4 The Buyer shall have no right of set off statutory or otherwise.
4.5 Interest /o 3% per month or pan thereof will be charged on all overdue accounts.
5.1 All items quoted for delivery shall be delivered to the Buyers address supplied unless otherwise notified in writing.
5.2 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
5.3 If the Company is prevented from delivering any Goods at the time provided for delivery by reason of any course outside the reasonable control of the Company then the date or period for delivery shall be extended by the duration of the delaying factors.
5.4 The Company reserves the right in make delivery by installment and to tender a separate invoice in respect of each installment. This condition shall in no way affect the Company's right to suspend or terminate the whole contract.
5.5 Deviations in quantity of the Goods delivered from that stated in the Buyers order shall not give the Buyer any right to reject the Goods or to claim damages and the Buyer shall accept and pay at the contract rate for the quantity of goods delivered.
5.6 If the Buyer shall fail to require delivery of the goods when delivery falls due the Company shall be considered to have tendered and the Buyer to have refused to accept such delivery.
5.7 All prices quoted do not include carriage or packing charges and an appropriate share of these charges as deemed by the Company shall he passed onto the Buyer and paid for as pan of the Goods.
6.1 No Goods may be returned except by prior arrangement and with the consent in writing given by the Company.
6.2 Goods ordered and returned for reasons other than detects will be subject to 10%restocking charge.
7. Intellectual Property
7.1 The drawings, designs and copyright and intellectual property in relation to the production of goods produced for the Buyer by the Company shall belong to the Company.
7.2 Where Goods are ordered in accordance with the designs, drawings, specifications or samples famished by the Buyer, the Buyer shall indemnify the Company against all liability or alleged liability in respect on any infringement or patents registered designs, trademarks, trade names, intellectual property or other rights of third parties arising out to the manufactures, sales or use of such Goods and against all claims, demands, proceedings, damages, costs and expenses arising in respect of such liability or alleged liability.
8. Risk and Passing of Property
8.1 Title in the Goods shall not pass to the flavor until payment is made by the buyer at the price and all other monies due to the Company. At any time prior to such payment being made the Company or its agents shall have the right to enter upon the premises where the Goods are stored and take repossession of them.
8.2 In respect of Goods delivered within the United Kingdom risk in the Goods shall pass to the buyer ( 1) when delivered to the Buyers Address or such other address notified by the Buyer in writing or (2) where the Goods are collected when the Goods arc loaded on to transport provided by the Buyer or its agent.
8.3 In respect of Goods exported outside the United Kingdom the transfer of risk shall be in accordance with the terms of sale specified on the face of the order covering the relevant contract and where no such terms are specified delivery shall he deemed C.I.F. RA The Company shall at anytime be entitled to appropriate any payment made by (he Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit not withstanding any purpose appropriation to the Contrary by the Buyer.
8.5 If the Buyer makes default in or commits any breach of its obligations to the Company and fails to remedy such breach within a reasonable time not exceeding 14 days or is involved in any legal proceeding in which its solvency is in question or is a Company and any meeting is convened or resolution is passed or partition is presented m wind it up or a receiver is appointed or is subject to an administration order or ceases or threatens to cease in trade, then in any such case the Company shall immediately become entitled) without prejudice to its other claims and rights under the contract) to suspend further performance of the contract for such time not exceeding 6 months as it shall in its absolute discretion think ft or (whether or no( notice of such suspension shall have been given) to neat the contract as wrongfully repudiated by the Bayer and forthwith terminate the contract.
9.1 The buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
9.2 Claims for short delivery must be notified within Mays off delivery of Goods. Claims for non-delivery must be made within 7 days of the invoice date.
9.3 The Company shall be under no liability for any damage in transit or shortages that would he apparent on careful inspection if the terms of this clause are not complied with and, in any event, will be under no liability if a written complaint is not delivered in the Company within 3 days delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of the Company shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Company before any use is made thereof or any alteration of modification is made there of by the Buyer.
9.5 Subject to clauses 9.2 9.3 and 9.4 the Company shall make good any shortage in the Goods and where appropriate replace any goods damaged in transit as soon as it is reasonable able to do so, but otherwise shall be tinder no liability whatsoever arising from such shortage or damage.
10.1 The buyer should satisfy himself by inspecting and/or testing samples for the fitness for his purpose fall Goods ordered and will be deemed and conclusively presumed to have done so.
10.2 The Buyer must advise the Company of the use or uses to which the Goods arc to be put otherwise the Company accept no liability for the fitness for the Buyers purpose of such Goods.
10.3 If the Goods are in such a state as would but for this condition entitle the Buyer to repudiate the contract and/or claim damaged from the Company reserves the right to repair,, replace the Goods.
10.4 The Company warrants that any survey, advice, representations or forecast given during negotiation with the Buyer is given in good faith after consideration by (he Company but the Company shall otherwise he under no legal liability whether in contract, negligence or however in respect thereof m the Buyer or any ether person.
Nothing in clause 11 shall be deemed exclude or restrict the Company's liability for death or personal injury resulting from negligence. Each of the sub clauses in clause 11.2 is to be treated as separate and independent.
11.2 Warning & Exclusions
11.2.1 The company agrees that if any defect covered by this clause 11.2 is discovered during the period of 6 months commencing with the date of delivery the Company will at its own option either repair the Goods at its own expense or replace them or refund the purchase price or a fair, proportion fit.
11.2.2 Clause 11.2 only cover defects caused by faulty design, manufacture. material or workmanship. It does not cover defects caused by unsuitable storage conditions or processing, abnormal use, misuse or neglect It does not corer faulty design, manufacture, materials or workmanship supplied or undertaken by third parties, In respect of Goods not designed or manufactured by the Company, the Company only gives guarantee or warranty to the Buyer as the Company itself receives.
11.2.3 Claims in respect of defaults covered by clause 11.2 should be made as noun as such fault are reasonably capable of discovery, but in any event where the Goods are for the Buyers own use or processing .28 days of delivery of the Goods of where Goods arc bought fur onward sale for within 3 months of delivery to the ultimate purchaser, failing which any such claim cannot be considered by the Company.
11.2.4 The Buyer cannot claim the benefit of this clause unless be informs the Company of the relevant defect in writing within 7-working days of discovering it and he returns the Good to the Company at his own expense and risk.
11.2.5 The Company accepts no liability for any claims whatsoever once the Goods have hero processed, taken into use, incorporated with other materials or otherwise dealt with.
11.2.6 In consideration for receiving the benefit of this clause the Buyer agrees that open from these terms set out in clauses 9&10 no other terms, conditions, warranties. or in nominate terms express or implied, statutory or otherwise shall form pan of this contract or shall be implied into the contract.
11.3 Exclusion of Consequential loss. The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach or duty in contract or in any other way (including (he loss arising from the ('Company's negligence).
11.4 Limitation the Company's total liability for any one claim or for total of all claims arising from any one act or default of the company shall not exceed the contract price.
The Buyer shall not assign or transport all pompous to assign or transfer the contract or the benefits (thereof to any other person without the prior written consent of the Company.
13. Proper Law and Jurisdiction
The contract shall be governed by and constructed in accordance with the law of England and Wales.
The rights and remedies of the Company under the contract shall not be diminished, waned or extinguished by the granting of any indulgence forbearance or extension of time by the Company or, by any failure of or delay by the Companies assenting or exercising any such rights or remedies.
The headings of the conditions are convenience only and shall have no effect on the interpretation thereof