BUYSMART PRODUCTS LIMITED – STANDARD TERMS & CONDITIONS OF SALE

In these Conditions of Sale: "the Seller" means BUYSMART PRODUCTS LTD; "The Buyer" means the person, firm or company purchasing the Goods; "The Goods" means the goods, materials or services which shall be the subject of the contract between the Seller and the Buyer. "The Price" means the price specified in the Seller's Quotation, or Order Acceptance or otherwise communicated to the Buyer and agreed. The Seller reserves the right to update these terms and conditions at any time by providing amended terms and conditions.

1 Acceptance of Order

(i) All orders are accepted by the Seller subject to these Conditions of Sale to the exclusion of all other terms and conditions.
(ii) The Seller is under no obligation to accept the Buyer’s order. Prices, offers and products are subject to availability and may change at any time prior to acceptance of the Buyer’s order. The Seller will notify the Buyer of any changes. All orders made to BuySmart Products Ltd by telephone, fax, e-mail or post indicate an invitation to treat. By submitting an order, the Buyer submits an offer to enter into a sales contract with the Seller.
(iii) In listing its delivery address on the order, the Buyer is representing to the Seller that the Buyer is a commercial enterprise domiciled at said address. This is a representation on which the Seller relies on upon prior to accepting the Buyer’s offer to purchase the Goods. The Seller will not accept any orders from any entity that is not a commercial enterprise domiciled in the United Kingdom without prior written approval.
(iv) The Seller may confirm, in writing, that it has received such an order The Acknowledgement does not signify that the Buyer’s offer has been accepted. Should the Seller decide to accept the order, the Buyer will receive a written Order Acceptance [via e-mail, fax or post] from the Seller at which point the order will become a binding contract.
(v) Any variation to these Conditions of Sale shall have no effect unless expressly agreed in writing between the Seller and the Buyer. Contracts for delivery by instalments shall be deemed to be indivisible. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in these Conditions of Sale.

2 Cancellation of Order

Cancellation of an order will only be accepted by the Seller if in writing and if in the interim period following receipt of the Order Acceptance the Goods have been fully or partially manufactured by the Seller then the Buyer will be liable for payment for the quantum of goods manufactured at the agreed price.

3 The Price

(i) The price of any Goods will be as quoted on the Seller’s pricelist to the Buyer from time to time, except in cases of obvious error.
(ii) The Seller’s pricelist contains a large number of Goods and it is always possible that, despite the Seller’s best efforts, some of the Goods listed on the site may be incorrectly priced.
(iii) The Seller may at any time after the Buyer’s offer has been accepted by the Seller but before delivery, increase the price of the undelivered balance of the Goods by notice in writing to the Buyer. In such event the Buyer may within seven days of receipt of such notice by notice in writing cancel the order so far as the undelivered balance of the goods is concerned.
(iv) Unless otherwise stated on acceptance the price of the Goods shall include the Seller's costs of:
(a) standard packaging;
(b) normal insurance; and
(c) delivery of the goods to any one address in the United Kingdom specified in writing by the Buyer to and agreed by the Seller prior to delivery
(v) Containers and/or packages are not returnable unless so stated in the Seller's Quotation, Order Acceptance or other documentation. Returnable containers and/or packages shall be returned empty by the Buyer to the Seller's address stated on the delivery note in good condition, carriage paid, within three months of delivery of the Goods. If not, such containers and /or packages will be chargeable at replacement value and no credit will be due on containers and/or packages for which the Seller shall have made a charge.

4 Payment

(i) Unless otherwise stated on the Seller's invoice or otherwise agreed in writing, payment for the Goods shall be made not later than 30 days after the end of the month of invoicing, but the Seller may at any time on or after acceptance by notice in writing to the Buyer vary the terms of payment by demanding immediate payment or (at the Seller's option) adequate security for sums which shall be due hereunder.
(ii) Time for payment of the invoice shall be of the essence and failure by the Buyer to pay the Price of any instalment thereof in due time shall entitle the Seller to one or more of the following:
(a) treat such failure as a repudiation of the whole contract by the Buyer;
(b) require the Buyer to make immediate payment of all monies due or to become due;
(c) recover from the Buyer damages for such breach of contract; and/or
(d) charge interest at either 8% per annum or 2% per annum above the Base Rate of Midland Bank plc, whichever shall be the greater, from the due date until payment.

5 Delivery

Unless otherwise agreed in writing between the Seller and the Buyer, the following provisions shall apply:
(i) Delivery of the Goods shall take place when the Goods are delivered at the address specified on the Seller's Quotation, Order Acceptance or other documentation.
(ii) Unless otherwise agreed in writing the delivery date or dates specified on the Seller's acceptance of the order are estimates only and the time for delivery shall not be of the essence. The Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly out of delay in delivery; nor shall the Buyer be entitled to refuse to accept the goods because of late delivery.
(iii) The risk of any loss or damage to or deterioration of the goods shall be borne by the Buyer once the Goods are loaded on to transport at the Seller’s premises.
(iv) In respect of Sea Transit the Seller shall not be required to give the Buyer the notice relating to insurance of the goods referred to in Section 32(3) of the Sale of goods Act 1893

6 Property

(i) The title in the goods shall remain with the Seller until payment in full has been made to the Seller by the Buyer for the Goods and all other sums due to the Seller at the date of delivery of the Goods.
(ii) Where full payment has not been made to the Seller and the Buyer uses the Goods in his manufacturing process or incorporates the Goods with other products or sells on the Goods to a Third Party the title in the goods shall be retained by the Seller in so far as such Goods are identifiable.
(iii) Until such payment is made, the Buyer shall hold the Goods and materials on a fiduciary basis on behalf of the Seller and shall store such Goods and materials so as to be clearly identifiable as the property of the Seller.
(iv) The Buyer shall keep the Goods insured on the Seller’s behalf for the full price against all risks to the reasonable satisfaction of the Seller

7 Lien

The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contracts have a general lien on all Goods and property of the Buyer in its possession (although such Goods or some of them may have been paid for) and shall after the expiration of 14 days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.

8 Shortages and Damages and/or loss in Transit

(i) Unless otherwise agreed in writing between the Buyer and Seller, the Seller may deliver against any order an excess and/or deficiency of up to 10% of weight or volume ordered without any liability whatsoever to the Buyer save that the price shall be adjusted accordingly.
(ii) The Buyer shall inspect the Goods immediately upon delivery and shall, within 3 days of such delivery (time being of the essence), give notice in writing to the Seller and the carrier of all claims on account of damage to or total or partial loss of goods in transit. Claims for non-delivery must be submitted in writing to the Seller within 7 days after notification of despatch.
(iii) Quality claims must be made in writing immediately after the Buyer learns of the defect and in any event not later than 60 days after the Buyer's receipt of the Goods. Any claim not made in writing and received by the Seller with the foresaid time limits shall be deemed waived.
(iv) If the Seller fails to make delivery, or makes defective delivery of any one instalment, such failure or defective delivery shall not vitiate the contracts as regards other instalments.
(v) The right of the Buyer to set off the value of any shortage, defective goods or Goods not otherwise conforming to contract shall be restricted to the specific invoice of the Goods in question and shall not apply to previous or future accounts.

9 Warranty and Limitation of Liability

(i) The Seller warrants that the Goods are produced within the accepted tolerance levels in accordance with the standard specifications stated in the Seller’s official literature on the Goods current at the relevant time.
(ii) Save as aforesaid, all other conditions, guarantees, or warranties whether express or implied by statute, common law or other wise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality fitness for purpose or description of the Goods or their life or wear or use under any conditions whether known or made known to the Seller or not are hereby excluded.
(iii) The Seller’s liability for any and all direct loss or damage resulting to the Buyer from defects in the Goods or any other cause shall be limited to the purchase price of the quantity of the Goods in respect of or in relation to which such loss or damage is claimed.
(iv) Subject as aforesaid the Seller shall be under no liability in contract or in tort for any loss or damage or personal injury arising directly or indirectly out of the supply or use of the Goods or containers other than the Goods or any other cause shall be limited to the purchase price of the quantity of the Goods in respect of or in relation to which such loss or damage is claimed.
(v) Subject as aforesaid the Seller shall be under no liability in contract or in tort for any loss or damage or personal injury arising directly to indirectly out of the supply or use of the Goods or containers other than death or personal injury resulting from negligence of the Seller within the meaning of Section 1 of the Unfair Contract Terms Act 1977.

10 Force Majeure

Deliveries may be partially or totally suspended by either party during any period in which it prevented from manufacturing, delivering or taking delivery of the Goods through any circumstances outside its control. If, because of such circumstances, the Seller is unable to supply to total requirement of the Goods, the Seller may allocate its available supply (after satisfaction of its own requirements) among all of its customers, including those not under contract, as the Seller thinks fit. Deliveries so suspended shall be cancelled without liability, but the contract between the parties shall otherwise remain unaffected.

11 Indemnity

The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims and demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under the contract in the event that the damage or injury shall have been occasioned otherwise than by the negligence of the Seller.

12 Default

The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties or to suspend further deliveries under it or require payment in advance in the event that:
(a) the Buyer fails to pay for any one delivery when the same becomes due; or
(b) the Buyer’s financial responsibility becomes unsatisfactory to the Seller; or
(c) if the Buyer, being a company, goes into liquidation or has a receiver appointed or not being a company has a receiving order made against him or enters into any arrangement or composition with creditors.

13 Duty

All import duties, VAT and other import costs will be for the Buyer’s account.

14 Patents and Trade Marks

No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks, registered designs or other industrial rights.

15 Assignability

The contract of which these Conditions forms part is personal to the Buyer who shall not assign the benefit thereof without the Seller’s written consent.

16 Proper Law

These Conditions and the Contract between the parties shall be construed and applied in accordance with the law of England and the English Courts shall have sole jurisdiction in any dispute relating thereto.

17 Notices

(i) The parties agree to electronic communication and acknowledge that all contracts, notices, information and other communications that the parties provide to each other electronically comply with any legal or contractual requirement that such communications be in writing.
(ii) All notices given by the Buyer to the Seller must be sent either:
(a) via post to BUYSMART PRODUCTS LTD, Unit M, Bourne Park Cores End Road, Bourne End, Buckinghamshire, SL8 5A
(b) via email to the following email address: info@buysmartproducts.co.uk.
(iii) The Seller may give notice to the Buyer at either the e-mail or postal address the Buyer provided when placing an order. Notice will be deemed received and properly served 24 hours after a fax or e-mail is sent, or 3 days after the date of posting of any letter.


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