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Standard Terms And Conditions Of Sale
DEFINITIONS
The following definitions shall apply to these terms and conditions:
“
Business Day
”
means a day other than a Saturday, Sunday or public
holiday in England;
“
Buyer
”
means the party purchasing goods from the Seller;
“
Buyer Specification
”
any specification for the Products, including any related
plans and drawings, that is supplied to the Seller by the
Buyer, or produced by the Seller and agreed in writing by
the Buyer;
“
Contract
”
means the contract between the Seller and the Buyer for
the sale and purchase of the Products in accordance with
these Terms;
“
Force Majeure Event
” has the meaning given in clause 8;
“
Order
”
means Buyer’s order for the Products, as set out in the
Buyer’s Purchase Order Form. The procedure for placing
orders is outlined in clause 2.4.
“
Products
”
means the goods purchased by Buyer from the Seller in
accordance with these Terms;
“
Product Specification
” means the specification relating to Products provided by
Seller;
“
Seller
”
means Havells Sylvania Europe Limited;
“
Terms
”
the terms and conditions set out in this document.
In these Terms, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality);
A reference to a party includes its personal representatives, successors or permitted
assigns;
A reference to a statute or statutory provision is a reference to such statute or provision
as amended or re-enacted. A reference to a statute or statutory provision includes any
subordinate legislation made under that statute or statutory provision, as amended or
re-enacted;
Any phrase introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms.
A reference to writing or written includes faxes.
CONTRACT FORMATION
In the absence of a written agreement to the contrary executed by Seller, these Terms
shall apply to every sale of Products between Seller and Buyer.
A quotation by Seller does not constitute an offer and Seller reserves the right to
withdraw or revise any quotation prior to time of its acceptance of Buyer’s purchase
order.
An Order constitutes an offer by Buyer to purchase the Products in accordance with
these Terms. The contract shall be formed at the time when Buyer’s Order is confirmed
in writing or by action by Seller, at which point the Contract shall come into existence
Orders can be placed with our Sales Office by completing a Purchase Order Form and
can be sent via fax, EDI (Electronic Data Information) or COMNET (Havells Sylvania’s
Internet Portal). Orders must be confirmed by us in writing.
Any terms and conditions proposed by Buyer or contained in any Order, Buyer
Specification or other document sent by Buyer are expressly rejected by Seller and
waived by Buyer.
These Terms apply to the purchase of Products to the exclusion of any other terms that
Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
The Contract constitutes the entire agreement between the parties. Buyer
acknowledges that it has not relied on any statement, promise or representation made
or given by or on behalf of Seller which is not set out in the Contract, save that nothing
in this clause shall exclude liability for fraudulent misrepresentation.
Any typographical, clerical or other error or omission in any sales literature, quotation,
price list, acceptance of offer, invoice or other document or information issued by Seller
shall be subject to correction without any liability on the part of the Seller.
PRODUCT SPECIFICATIONS
Seller reserves the right to make any changes to the Product Specification, that is
required to conform with any applicable statutory or EU requirements.
Unless otherwise specifically agreed to in writing by the Seller, all descriptive and
forwarding specifications, drawings and particulars of weight and dimension issued by
Seller are approximate only and are intended to present a general idea of the Products
to which they refer and shall not form any part of any contract.
PRICE
The price for Products shall be the price quoted by Seller to Buyer or, when no price is
quoted, the Seller’s list price at date of delivery, unless otherwise agreed in writing by
the parties.
All costs associated with and/or arising out of implementation of the WEEE Directive on
electrical or electronic waste into national law shall be charged to the Buyer separately.
The price of the Products is exclusive of amounts in respect of value added tax (“VAT”)
Any other tax, tariff, duty or charge which Seller may be required to pay or collect,
now or hereafter imposed by any governmental authority or agency, foreign or
domestic, with respect to the sale, purchase, production, processing, storage, delivery,
transportation, use, or consumption of any of the products or services covered hereby,
including all taxes upon or measured by receipts from sales or services will be charged
to the Buyer by the Seller.
DELIVERY AND SHORTFALL
Delivery shall be made on Ex-Works (Incoterms 2010) basis unless otherwise agreed in
writing. Should the Seller agree to deliver Product otherwise than at Seller’s premises,
Buyer shall be liable to pay Seller’s charges for transport, packaging and insurance.
Where the Product is to be delivered in instalments, each delivery shall constitute a
separate Contract which shall be invoiced and paid for separately. If Seller fails to deliver
the Products, its liability shall be limited to the costs and expenses incurred by Buyer
in obtaining replacement goods of similar description and quality less the price of the
Products.
If Buyer fails to fulfil terms of purchase under this contract including failure to make
payment on the due date, Seller may defer further shipments without notice until the
breach is remedied, or reserve the right to cancel such shipments if the breach is not
cured.
No claim in respect of loss in transit or short delivery will be accepted unless the Seller is
advised in writing of such loss or short delivery at the time of delivery. The shortfall must
be specified in writing on the Purchase Order Form.
The following details must be stated on the form:
Conditions of packages
Date consignment received
Date Seller was advised
The extent of damage or shortfall.
PASSING OF RISK AND TITLE
All risk in the Products shall pass to Buyer upon completion of delivery.
Not with standing delivery and the passing of risk in the Product, all title in and to the
Products shall not pass to Buyer until payment for has been received by Seller in full (in
cash or cleared funds)