CONDITIONS FOR THE SUPPLY OF GOODS
INTERPRETATION
The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from Archangel SP Ltd t/a Neo Reptile Products refereed to as Neo.
Contract: any contract between Neo and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Goods: any goods agreed in the Contract to be supplied to the Buyer by Neo (including any part or parts of them).
Neo: Archangel SP Ltd
1. APPLICATION OF TERMS
1.1 The Contract together with any particulars set out in the Neo quotation offer shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer
purports to apply under any purchase order, confirmation of order, specification or other document).
1.2 These conditions apply to all Neo's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by Neo.
1.3 Each order or acceptance of a quotation for Goods by the Buyer from Neo shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
1.4 No order placed by the Buyer shall be deemed to be accepted by Neo until a written acknowledgement of order is issued by Neo or (if earlier) Neo delivers the Goods to the Buyer.
1.5 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
1.6 Any quotation is given on the basis that no Contract shall come into existence until Neo despatches an acknowledgement of order to the Buyer.
2. PRICE
2.1 Any quotation is subject to acceptance within 30 days only from its date, provided Neo has not previously withdrawn it and is based upon shipment of the goods as soon as possible.
2.2 The price payable for the goods will be Neo’s current price list for the Goods at the time of delivery. All prices are subject to alteration by Neo without notice to the buyer. Neo reserves the right to correct
any clerical or typographical errors made by employees at any time.
2.3 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition
when it is due to pay for the Goods.
4. DELIVERY
4.1 Unless otherwise agreed in writing by Neo, delivery of the Goods shall take place at the delivery address specified by the Buyer (the Delivery Point).
4.2 Any dates specified by Neo for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions Neo shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss
of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Neo's negligence), nor shall any
delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Neo is unable to deliver the Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by Neo's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) Neo may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
5. INSPECTION
5.1 The Buyer shall inspect the Goods immediately on delivery and shall notify Neo, in writing, in the event of:
(a) damage or shortages: within 3 days of delivery of the consignment; or
(b) any other matter or thing by reason whereof the Buyer alleges that the Goods are not in accordance with the Contract: within 14 days of the date of the invoice.
5.2 The quantity of any consignment of Goods as recorded by Neo on despatch from Neo's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can
provide conclusive evidence proving the contrary.
5.3 Neo shall not be liable for any non-delivery of Goods (even if caused by Neo's negligence) unless the Buyer gives written notice to Neo of the non-delivery within 14 days of the date when the Goods would
in the ordinary course of events have been received.
5.4 Any liability of Neo for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. RISK/TITLE
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Neo has received in full (in 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 Neo from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on trust for Neo;
(b) store the Goods (at no cost to Neo) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Neo's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on Neo's behalf for their full price against all risks to the reasonable satisfaction of Neo. On request the Buyer shall produce the
policy of insurance to Neo.
6.4 Neo shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Neo.
6.5 The Buyer grants Neo, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored by the Buyer in order to inspect them, or, where the Buyer's
right to possession has terminated, to recover them.
6.6 On termination of the Contract, howsoever caused, Neo's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7. QUALITY
7.1 Neo warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to Neo in writing and Neo has confirmed in writing that it is
reasonable for the Buyer to rely on the skill and judgement of Neo.
7.2 Neo shall not be liable for a breach of the warranties in 7.1 unless:
(a) the Buyer gives written notice of the defect to Neo, and, if the defect is as a result of damage in transit to the carrier, within 14 days of the time when the Buyer discovers or ought to have
discovered the defect; and
(b) Neo is given a reasonable opportunity after receiving the notice of examining such Goods.
7.3 Neo shall not be liable for a breach of the warranties in 7.1 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow Neo's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade
practice; or
(c) the Buyer alters or repairs such Goods without the written consent of Neo.
7.4 Subject to condition 7.2 and condition 7.3, if any of the Goods do not conform with any of the warranties in condi tion 7.1 Neo shall at its option repair or replace such Goods (or the defective part) or refund the
price of such Goods at the pro rata Contract rate.
7.5 If Neo complies with condition 7.4 it shall have no further liability for a breach of any of the warranties in condition 7.1 in respect of such Goods.
8. LIMITATION OF LIABILITY
8.1 Subject to condition 4, condition 5 and condition 7, the following provisions set out the entire financial liability of Neo (including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions, including any deliberate personal repudiatory breach OR any deliberate breach of these conditions by a party, or its employees, agents or subcontractors;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from
the Contract.
8.3 Nothing in these conditions excludes or limits the liability of Neo:
(a) for death or personal injury caused by Neo's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Neo to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
8.4 Subject to condition 8.2 and condition 8.3:
(a) Neo's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) Neo shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9. CANCELLATION
The Buyer may within 14 days of placing an order amend or cancel an order by written notice to Neo. If the Buyer amends or cancels an order, its liability to Neo shall be limited to payment to Neo of all costs
reasonably incurred by Neo in fulfilling the order up until the date of amendment or cancellation, except that, where the amendment or cancellation results from the Neo’s failure to comply with its obligations under the
Contract, the Buyer shall have no liability to Neo in respect of it.
10. ASSIGNMENT
10.1 Neo may assign the Contract or any part of it to any person, firm or company.
10.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Neo.
11. FORCE MAJEURE
Neo 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 Neo including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire,
explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or
suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to Neo to terminate the Contract.
12. GENERAL
12.1 Each right or remedy of Neo under the Contract is without prejudice to any other right or remedy of Neo whether under the Contract or not.
12.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the
extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue
in full force and effect.
12.3 Failure or delay by Neo in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
12.4 Any waiver by Neo of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms
of the Contract.
12.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with
English law, and the parties submit to the exclusive jurisdiction of the English courts.
