TERMS AND CONDITIONS OF SALE
In these conditions the following expressions shall heve the following meanings:-
The Seller
The Buyer
The Goods
The Contract
Additional Terms
Pranda UK Ltd.
The person firm or company to whom Goods are supplied under the contract.
The Goods as described in the Seller's written Quotation Order
Acknowledgment or invoices.
The Contract for the supply of Goods by the Seller to the Buyer comprising
these Terms and Conditions and any Additional Terms.
Any terms and conditions being an addition or variation to these Terms and Conditions
and separately set out on the Seller's Quotation Order Acknowledgment or Invoices.
2. CONSTRUCTION OF CONTRACT
Any Additional Terms shall prevail over thesa Tarms and Conditions which shall be construed and take
effect accordingly.
3. PRICE
Subject to tha terms of the Contract the price of the Goods shall be as stated In the quotation on the
reverse of this documant. The Seller may increase the price of the Goods to take account of any
increase in the cost to the Sellar of producing or delivaring the goods which occurs due to causes
beyond the Seller's control between the date of the quotation and the date of delivery.
4. DUTIES AND TAXES (GOODS EXPORTED FROM UK)
The buyer shall bear tha cost of VAT Import duties custom duties all othar taxes and duties payable and the
cost of obtaining certificates of origin export licences consular fees and other documents required for the
purposes of exportation or importation or lhe passage of the Goods in transit through any Country.
12.4 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any
of the Goods has not passed from the Seller.
12.5 Until such time as the property in the Goods passes from the Seller the Buyer shall upon
request deliver up such of the Goods as have not ceased to be in existence or resold to the
Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or
controlled by the Buyer where the Goods are situated and repossess the Goods. On the
making of such request the rights of the Buyer under clause (3) shall cease.
12.6 The Buyer shall not pledge or in any way charge by way ot security for any indebtness any of
the Goods which are the property of the Seller. Without prejudice to the other rights of the
Seller, if the Buyer does so all sums whalever owing by the Buyer to the Seller shall forthwith
become due and payable.
12.7 The Buyer shall insure and keop insured the Goods to the full Price against "all risks" to the
reasonable satisfaction of the Seller until the date that property in the Goods passes from the
Seller, and shall whenever requested by the Seller produce a copy of the policy oi insurance.
Without prejudice to the other rights of the Seller, if the Buyer falls to do so all sums whatever
owing by the Buyerto the Seller shall forthwith become due and payable.
12.8 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in
accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other
rights of the Seller, if the Buyer falls to do so all sums whatever owing by the Buyer to the Seller
shall forthwith become clue and payable,
13. CATALOGUES
Illustralions photographs or specifications of the Goods supplied by the Seller and forming part of any
quotation proposal calalogue or otherwise supplied by the Seller antecedeni to the date of the Contract
are for generelguidance only and the Buyer acknowledges thai he has not relied on the same as a
description of the Goods to be supplied by lhe Seller under Contract.
6. TIME OF DELIVERY
The Seller will endeavour to meelany times given by tha Seller for the delivery of Goods but any dates
given by the Seller are estimates only and the Seller shall not be liable for any loss. damage or expense
suffered by the Buyer by reason (whether directly or indirectly) of the Seller's failure to meet any date
estimated
7. FORCE MAJEURE
The Seller shall not be liable if the supply of Goods is hindered or delayed by reason of strikes
sit-ins, trade dispules, lockouts or any other actual or threatened industrial action or by
difficulty in obtaining labour plant materials or components or by breakdown of plant and
machinery Including transport) or by interruption of power supplies or by fire or legal action by
any third party (whether or not any of the atoresaid was caused by tha negligence of the Seller
its servants or agents) or by reason of any circumstances outside the Seller's control which
shall include but not be limited to war of a civil nature or against foreign enemies intervention by
any government department councilor duly constituted authority and all other causes of force
majeure
If the manufacture or delivery of the full quanfoty of lhe Goods hereunder is prevented hindered
or delayed by reason of any of the circumstances within Clause 7.1 then without prejudice to
the exemption from liability under Clause 7.1 the Seller shall be entitled either to apportion the
Goods at its discretion between the Buyer and other customers 01 the Seller and to deliver the
quantity so apportioned to the Buyer until such time as the ful! quantity of the Goods can be
and is delivered hereunder
8. WARRANTIES
For a period of 12 months from the date when the Buyer takes delivery of the Goods, the Seller
will repair the Goods (or any part thereof) proved to its satisfaction to be defective owing to
faults in the Seller's workmanship
The Buyer shall allow the Seller a reesonable time in which to make the necessary repair as
aforesaid. If the Seller so requests the Buyer shall (at the Buyer's expense) return the Goods
to the Seller or to the Sellers Agent (notice whereof shall be given in writing by the Seller to the
Buyer)
7. EXCLUSIONS
If any defect has arisen in the opinion of the Seller by reason of the Buyer's misuse
misapplication or neglect or by accident
If any defect is not immediately notilied by the Buyer to the Seller
If the Buyer has not properly stored lhe Goods
If any defect has arisen in the opinion of the Seller by reason of materials provided or work.
carried out by the seller in eccordancewith the express specification or instruction given by
the Buyer or the Buyer's Agents to the Seller.
9. PAYMENT
Payment for the Goods shall be made within 30 days from tha date of the Sellers invoice in
respect thereof.
Unless otherwise agreed all payments shall be mede in pounds sterling.
If payment for the Goods shall not be made within 30 days of the date of the Sellers invoice in
respect thereof the Seller shall be entitled to charge interest at the rate of 8 per cent of the
sum due to the Seller under the terrns of the Contract for each month or part of a month for
which payment is due and unpaid.
10. CANCELLATION
The Buyer shall not cancellhe Contract unless he shall notHy the Seller in writing of his wish to cancel
within 7 working days of placing the contract.
11. REFERENCES
The Contract is conditional upon the receipt by the Seller of such satisfactory credit andlor banker's
references reiating to tha Buyer and its business as the Seller may require.
12 Property and Risk
In spite of delivery having been made proparty in the Goods shall not pass from the Seller until:
12 1.1 the Buyer shall have paid the Price plus VAT in full: and
121.2 no other sums whatever shall be due Irom the Buyer to the Seller.
Until property in the Goods passes to the Buyer in accordance with clause (1 ) the Buyer shall
hold lhe Goods and each of them on a fiduciary besis as bailee for the Seller. The Buyer shall
store the Goods (at no cost to the Seller) separately from all other goods in its possession and
marked in such a way that they are clearly identified as the Seller's property.
Notwithstanding thai the Goods (or any of them) remain the property of the Seller tha Buyer
may sell or use tha goods in the ordinary course of lhe Buyer's business at full markel value
for the account ollhe Seller. Any such sale or dealing shall be a sale or use of the Seller's
properly by the Buyer on the Buyer's own behal' and the Buyer shall deal as principal when
making such sales or dealings. Until property in the Goods passes from the Seller the entire
proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be
mixed with other money or paid into any overdrawn bank accouni and shall be at all material
times identified as the Seller's money.
14. STORAGE
The Buyer shall take delivery of the Goods within the period or by the date named in the Contract and
where for any reason the Buyer is unable to accept delivery of the Goods (or any part thereof) at any
time when the goods are due and reedy for delivery the Seller shall (if its storage facilities permit) at the
Buyers risk store the Goods for any part thereof and take reasonable stops to prevent the detenoration
until actual delivery and the Buyer shall be liable to the Seller or the payment of a holding fee of 1.5 per
cant of the price of the Goods per month or part of month
15. TERMINATION
15.1 The Contract shall aulomatically terminate if the Buyer (being an individual or in the case of a
firm a member thereof) commits any act of bankruptcy or has a receiving order made against
him or has any process of distress or execulion levied against his goods and makes any
arrangement with his creditors before the property in the Goods has passed to the Buyer
hereunder.
15.2 If the Buyer being a limited company has a Receiver appointed over its assets or goes Into
liquidation or ceases to carry on business or if the Seller reasonably considers that any of the
said events is about to occur before the property in the Goods has passed to the Buyer then
the Seller may terminate the Contract forthwith by notice in writing.
15.3 Upon termination of the Contract the Seller shail be entitled to recover payments for all Goods
supplied and for the costs of materials and labour already expended by the Seller for the
purpose of future deliveries of Goods and to recover from lhe Buyer a sum equivalent to the
Seller's loss of profit arising out of such termination (which sum shall be certified by the Seller
and notified to the Buyer whereupon it shell be tinel and binding upon the parties)
15.4 The exercise of righls under Clause 15 will not prejudice the Sellers rights to damages or other
compensation or other remedies arising out of the termination of the Contract.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 The Seller does not warrant that the Goods or the purchase andlor use thereof by the Buyer
does not or shall not infringe any patent, registered design: copyright or other right (hereinafter
called intellectual property rights) vested in anyfhird party
16.2 Where the Goods (or any part thereof) are manufactured by the Seller in accordance with the
specifications or instructions given to the Seller by the Buyer or the Buyer's Agentslhe Buyer
shall war rent that they d9 not infringe any intellectual property rights and the Buyer shall
indemnily the Seller against any actual or ailaged infringement of any intellectual property right
invested in any third party.
17. ASSIGNMENT
The Buyer may riot assign the Contract in whole or in parl without the written consent of the Seller
18. GOODS IN TRANSIT
The Seller shall not be under any obligation to give lhe Buyer the notice specified In Section 32(3) of the
Sale of Goods Act 1979.
19. CLERICAL ERRORS
The Seller may correct any clerical or typographical errors made by its employees, servants or agents
20. NOTICES
Any notice given lor the purpose of the Contraci shall be given in writing addressed to lhe party upon
whom it is intended to be served at its address in the Contract or its last known address. Any such
notice shall be deemed served two days from the date of posting and In proving service it shall be
sufficient to show that the letter containing any such notice was properly addressed and posted for
delivery.
21. WAIVER
The Seller's lailure to exercise any of its rights under the Contract shall not constitute or be deemed to
be a waiver or forfeiture of such rights.
22. JURISDICTION
The law concerning the Contract shall be the law ot England and Wales and any dispute arising out of or
in connection with the Coniraci shall be submitted to the jurisdiction of the Courts of England and Wales
excopt that the Seller may elect at its sole discretion and be entitled lo proceed in Scotland or Northern
Ireland or any loreign jurisdiction wherever proceedings may lawfully be brought against the Buyer.
