Terms and Conditions
REHAU LTD CONDITIONS OF SALE (02/2009)
1. In these conditions "the Sellers" shall mean REHAU Ltd as applicable and
"the Buyers" the Buyers whose name appears overleaf. "The Goods" shall mean the goods
described overleaf and "the Price" shall mean the total price payable by the Buyers
for the goods including Value Added Tax or any similar or replacement tax where
applicable "The Equipment" and "Drawings" shall have the meaning set out in
2. a) Any estimate or quotation given by the Sellers is an invitation to treat only
and is valid for a period of 30 days only (unless previously withdrawn by the
b) All goods are supplied by the Seller to the Buyers solely on these conditions
which contain the entire obligations between the Sellers and the Buyers to
the exclusion of any other terms and conditions subject to which any quotation
is placed or purported to be accepted or placed by the Buyers.
c) No variation of these conditions shall be binding unless agreed in writing between
the authorised representatives of the Buyers and Sellers.
d) No conditions submitted or referred to by the Buyers when accepting this offer
or incorporated in any of the Buyers acceptance forms or standard terms and
conditions of purchase or elsewhere shall form a part of the Contract unless
otherwise agreed to in writing by the Sellers and to the extent that any conditions
submitted or referred to by the Buyers would otherwise form part of the Contract
than the same shall be deemed to be waived.
e) Any typographical, clerical or other error or omission or any inconsistency in
any sales literature, quotation, price list, acceptance of offer, invoice or
other document or information issued by the Sellers shall be subject to correction
without any liability on the part of the Sellers.
3. a) The Goods are supplied at the Sellers Price ruling at the date of delivery.
If between the date of the Contract and the date of delivery the Sellers Price
of the Goods is increased, the Sellers shall notify the Buyers and the Buyers
may by written notice to the Sellers within seven days of despatch of the Sellers
notice cancel the Contract. In the event of such cancellation, the Sellers
shall repay any deposit to the Buyers, but shall be under no further liability
to the Buyers whatsoever. If the Buyers do not so notify the Sellers, the Contract
will remain in force and the Buyers shall be liable to pay the Sellers the
increased Price notified by the Sellers.
b) Notwithstanding anything in (a) when Goods are sold on c.i.f. terms, any increase
in the rate of freight or any other expenses of carriage or of insurance between
the date of the Contract and the date of despatch of the Goods shall be paid
by the Buyers without any right of cancellation.
4. a) Unless otherwise expressly agreed in writing, the Price must be paid in full
on or before the date of delivery of the Goods to the Buyers. The Buyers agree
to pay interest at the rate of 5 % above National Westminster Bank P.L.C. base
lending rate or 10 % per annum (whichever be the higher) on any sum overdue
to the Sellers.
b) In the event of the Buyers failing to fulfil any terms of payment agreed with
the Sellers or if the Sellers shall at any time have any doubts as to the solvency
or financial responsibility of the Buyers the Sellers shall be entitled to
refuse to make any further delivery of Goods under this or any other Contract
except upon receipt of cash or other security satisfactory to the Sellers prior
to delivery of the Goods.
5. a) If no time for delivery is specified in the Contract, the Buyers shall be
bound to accept the Goods when they are ready for delivery by the Sellers.
b) Unless otherwise agreed in writing the place of delivery of the Goods shall be
the Sellers premises specified overleaf.
c) The Sellers shall have the right to deliver up to 20 % more or less than the
quantity stated overleaf and the Price payable by the Buyers shall be increased
or decreased pro rata.
d) In the event of delivery being wholly or partly suspended or delayed by act of
God, fire, accident, riot, civil commotion hostilities, war, strikes. lock-outs,
import and/or export restrictions, emergency regulations, breakdown of plant,
non delivery of raw material or any other event of any kind whatsoever which
is beyond the control of the Sellers, the Buyers shall have no right of cancellation
of the Contract but shall accept delivery of the Goods at such time after the
termination or such suspension or delay as the Sellers are reasonably able
to deliver the Goods, having regard to the Sellers commitments to other customers.
If, however, the delivery of any Goods is suspended or delayed for a period
exceeding four months from the date when the Goods would otherwise have become
due for delivery to the Buyers, then unless otherwise agreed in writing, so
much of the Contract as relates to those Goods only shall automatically be
cancelled and the Contract shall remain in force with regard to any other Goods
covered by the Contract.
e) Any dates quoted for delivery of the Goods are approximate only and the Sellers
shall in no circumstances be liable to the Buyers for any loss or damage howsoever
caused resulting from non-delivery or any delay in delivery of any of the Goods
howsoever caused. Time for delivery shall not be of the essence. The Goods
may be delivered by the Sellers in advance of the quoted delivery date upon
giving reasonable notice to the Buyers.
6. a) All Goods delivered to the Buyers shall be at the Buyers risk from the time
b) If the Sellers agree to deliver the Goods to some place other than their own
premises, the Goods will be entirely at the Buyers risk from the moment they
are delivered to the carrier and the Buyers will insure the Goods accordingly
and indemnify the Sellers against any costs or expenses for transport.
c) All Goods delivered to the Buyers shall remain in the legal and beneficial ownership
of the Sellers until all sums due from the Buyers to the Sellers under this
or any other Contract have been paid in full and prior to such payment in full
the Buyers shall hold all such Goods as the Sellers fiduciary agent and bailee
and shall if so required by the Sellers, store all such Goods separately from
any other Goods in the Buyers possession, mark them clearly with the name and
address of the Sellers and the fact that they are owned by the Sellers and deliver
them up to the Sellers or their representatives on demand. The Buyers irrevocably authorise
the Sellers and their representatives to enter upon any premises in the occupation or
under the control of the Buyers at any time for the purposes of inspecting or removing
any such Goods.
d) Notwithstanding that any Goods may not have been paid for in full the Buyers,
as bailees for the Sellers and not otherwise shall have the power and right
to sell such Goods and all proceeds of any such sale shall be retained by the
Buyers (if so required by the Sellers in a separate bank or other account)
and held by the Buyers on trust for the Sellers beneficially until all sums
due from the Buyers to the Sellers under this or any other Contract have been paid
e) Where, for purpose of producing the Goods, the Sellers provide, manufacture or
adapt any machinery, tools, models, dies, moulds, or other Equipment, the Buyers
shall be invoiced and shall pay forthwith on receipt of invoice a sum representing
a contribution towards the costs thereof, with VAT, if applicable. Notwithstanding
any such invoice or payment, the property in the equipment shall vest and remain
in the Sellers. Unless otherwise agreed in writing, ownership of and copyright
in any designs, drawings or other documents ("Drawings") relating to the Equipment
or the Goods shall vest and remain in the Sellers. The Sellers are under no
obligation to retain any item of the Equipment or any Drawings after the expiry
of three years from the date of the last delivery of Goods to which such item or Drawings
f) The Buyers shall not be entitled to pledge or any way charge by way of security
for any indebtedness any of the Goods which remain the property the Sellers,
but if the Buyers so do, all monies owing by the Buyers to the Sellers shall
(without prejudice to any other right or remedy of the Sellers) forthwith become
due and payable.
7. In so far as no other specifications are given in the agreed DIN standards, factory
standards and other documentation, the following tolerances shall be deemed
to apply for all tubings and profiles with the exception of those made from
silicone or other elastomers and of those made from foamed materials:
For profiles (where measurable):width, height and diameter: DIN 16941 - 3A very
For insulating sleevings/special sizes:
- Conforming to DIN 40621 "Insulating Sleeving B (Non-fibrous)".
- Inner diameter: ± 5 %. Wall thickness: ± 10 %.
For other tubings:
- Inner diameter up to 5 mm +0,1/-0,2 mm
- 5 - 8 mm +0,2/-0,3 mm
- over 8 mm +2,5%/-3%
- up to 0,7 mm +0,1/-0,1 mm
- 0,7 - 1,5 mm +0,15/-0,15 mm
- over 1,5 mm ±10%
With cut lengths the tolerances apply to the lengths measured at room temperature
immediately after production.
- as per DIN 16941 - 3A, for bundles and coils: ± 2 %.
Shore A hardness values are subject to a tolerance range of ± 3 for thermoplastics
and ± 5 for elastomers.
Normal discrepancies in terms of reject rates, weight and colour do not constitute
grounds for claims. The illustrations, masses and weights appearing in the
Sellers product lists, technical delivery specifications, factory standards,
quotations and order confirmations are only approximate. Discrepancies in terms
of mass, weight, number of pieces and quality are permissible within the bounds
of normal tolerances or the relevant standards.
8. a) Subject to the conditions set out below the Sellers warrant that the Goods
will correspond in all material respects with their specification at the time
of delivery and will be free from any material defects in materials and workmanship
for a period of six month from delivery.
b) The above warranty is given by the Sellers subject to the following conditions:
(i) The Sellers shall be under no liability in respect of any defect in the Goods
arising from fair wear and tear, willful damage, negligence, abnormal conditions,
failure to follow the Sellers instruction (whether oral or in writing), misuse
or alteration or repair of the Goods without the Sellers approval;
(ii) The Sellers shall be under no liability under the above warranty (or any other
warranty, condition or guarantee) if the total Price for the Goods has not
been paid by the due for payment:
(iii) The above warranty does not extend to parts, materials or equipment not manufactured by
the Sellers, in respect of which the Buyers shall only be entitled to the benefit
of any such warranty or guarantee as is given by the manufacturer to the Sellers.
c) Subject as expressly provided in these conditions, except where the Goods are
sold to a person dealing as a consumer (within the meaning of the Unfair Contract
Terms Act 1977) all warranties, conditions or other terms implied by statute
or common law are excluded to the fullest extent permitted by law.
d) Where the Goods are sold under a consumer transaction (as defined by Consumer Transactions
(Restrictions on Statements) Order 1976) the statutory rights of the Buyers are not
affected by these conditions.
e) Any claim by the Buyers which relates to the quantity of goods delivered shall
be notified to the Sellers on the proof of delivery (POD) at time of receipt
by noting the shortage(s) against the relevant articles and confirmed by signature
of both the Buyer and the Sellers representative (Driver) on the relevant page(s)
of the delivery documentation. In addition to this the Buyer must notify the
Sellers separately in writing (by fax/email) within three days from the date
of delivery and if the Buyers do not notify the Sellers accordingly, the quantity stated
to be delivered by the Sellers shall be deemed to be the quantity actually delivered.
f) Any claim by the Buyers which is based on any defect in the quality or condition
of the Goods or their failure to correspond with the specifications shall (whether
or not this damage / condition is noted on the Proof of Delivery (POD) or the
delivery is refused by the Buyers) be notified to the Sellers in writing within
five days from the date of delivery or (where the defect or failure was not
apparent on reasonable inspection) within a reasonable time after discovery
of the defect or failure. If delivery is not refused, and the Buyers do not notify
the Sellers accordingly, the Buyers shall not be entitled to reject the Goods
and the Sellers shall have no liability for such defect or failure, and the
Buyers shall be bound to pay the price as if the Goods had been delivered in
accordance with the Contract.
g) Where any valid claim in respect of any of the Goods which is based on any defect
in the quality or condition of the Goods or their failure to meet specification
is notified to the Sellers in accordance with these conditions, the Sellers
shall be entitled to repair or replace the Goods (or the part in question)
free of charge or, at the Sellers sole discretion, refund to the Buyers the
Price of the Goods (or a proportionate part of the Price), but the Sellers
shall have no further liability to the Buyers.h) Except in respect of death or personal
injury caused by the Sellers negligence or any liability imposed on the Sellers
by Part 1 of the Consumer Protection Act 1987, the Sellers shall not be liable
to the Buyers by reason of any representation, or any implied warranty, condition
or any other term, or any duty at common law, or under the express terms of the contract,
for any consequential loss or damage (whether for loss of profits or otherwise) cost,
expenses or other claims of consequential compensation whatsoever (and whether caused
by the negligence of the Sellers, its employees or agents or otherwise) which arise out
of or in connection with the supply of Goods for their use or resale by the Buyers,
except as expressly provided in these conditions.
9. a) In no circumstances shall the Sellers be bound by or in way liable for any
representation made or any information or advice given to the Buyers or to
any other person whatsoever by the Sellers or by any other person who is or
who is deemed by law to be an agent for the Sellers, whether such representation
is made or information or advice is given in pursuance of this or any other
Contract in any other way whatsoever.
b) The Sellers shall in no circumstances be bound by or liable for any description,
information or illustration contained in any catalogue, price list, brochure,
leaflet or other document of any kind and nothing contained in any such document
shall form part of this or any Contract between the Sellers and the Buyers.
c) In placing an order for the Goods or any item thereof, the Buyers warrant that
they have tested Goods of that description and specification and that such
Goods are suitable for any purpose for which the Buyers require them.
d) In relation with Sellers's duties of information under the terms of the Regulation
(EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and
Restriction of Chemicals (REACH) REHAU shall not be liable for the completeness
and accuracy of information received from its own supplier.
10. a) The Sellers shall be entitled to terminate this Contract upon the happening
on any of the following events:
(i) Failure by the Buyers to pay any sum to the Sellers under the Contract on the
(ii) Breach by the Buyers of any other condition of the Contract.
(iii) The Buyers suffering an execution to be levied on their goods:
(iv) (Where the Buyers consist of one or more individuals), any such individual
dying, entering into a composition or arrangement for the benefit of his creditors
or having any order made in respect of him under the Insolvency Act 1986 or
any act amending or re-enacting the provision of that act;
(v) (Where the Buyers consist of a body corporate), the Buyers having a receiver,
an administrative receiver or administrator appointed or going into liquidation
whether voluntary or compulsory:
(vi) The Buyers cease or threaten to cease to carry on their business:
(vii) The Sellers reasonably apprehend that any of the events mentioned above is
about to occur in relation to the Buyers and notifies the Buyers accordingly.
b) In the event of termination the Sellers shall forthwith be discharged from any
further performance of the Contract and the Buyers shall forthwith pay to the
(i) All sums accrued due under the Contract:
(ii) The full Price of all Goods manufactured and in a deliverable state but not
delivered at the date or termination:
(iii) In respect or any Goods ordered but not yet manufactured or in a deliverable
state at the date of termination, a sum equivalent to the aggregate of the
cost and expenses incurred by the Sellers in connection with or in contemplation
of the manufacture of such Goods and the Sellers gross profit which would have
been realised on the completion of the sale of such Goods to the Buyers. Any
deposit paid to the Sellers shall be forfeit to the Sellers whether or not
it exceeds the sums payable by the Buyers set out above and the Buyers shall forthwith and
at their own expense deliver up to the Sellers all Goods in their possession or
control in which title remains vested in the Seller.
11. Where Goods are manufactured and supplied to the requirements or specifications
of the Buyers, the Buyers shall indemnify the Sellers against all claims made
against the Sellers in respect of any breach of any statutory requirement or
the infringement of any copyright, patent or trademark (whether registered
12. This Contract is not assignable or transferable by the Buyers in whole or in
part except with the written consent of the Sellers.
13. No waiver by the Sellers of any breach of the Contract by the Buyers shall be
considered as a waiver of any subsequent breach of the same or any other provision.
14. If any provision of these conditions is held by any competent authority to be
invalid or unenforceable in whole or in part the validity of the other provisions
of these conditions and the remainder of the provision in question shall not
be affected thereby.
15. The Contract shall be construed in accordance with and governed in every respect
by the laws of England. However, the Contract (Right of Third Parties) Act
1999 shall not apply. All actions arising out of or connected with the Contract
shall be brought in the courts for England.
REHAU LTD CONDITIONS OF PURCHASE (11/2008)
1. In these conditions "The Buyers" shall mean REHAU Ltd. and "The Sellers" the
sellers whose name appears overleaf. "The Goods" shall mean the goods described
overleaf and "The Price" shall mean the total price payable by the Buyers for
the Goods, including Value Added Tax. "The Contract" shall mean the contract
between the Buyers and the Sellers consisting of the purchase order, these
terms and conditions and any other documents (or part thereof) specified in
the purchase order. Should there be any inconsistency between the documents comprising
the Contract, they shall have precedence in the order herein listed."Delivery Date"
shall mean the date or dates as specified in the attached purchase order."Delivery
Address" shall mean the address stated on the purchase order."Purchase Order" shall
mean the Buyers' purchase order attached hereto.
2.a) The Purchase Order constitutes an offer to purchase the Goods upon the terms
of the Contract and any previous offer to sell the Goods made by the Seller
is deemed to be an invitation to treat.
b) The offer will be deemed to be accepted by the Sellers upon the happening of
any of the following events namely:
(i) delivery of the Goods to the Buyers or to the Delivery Address
(ii) the delivery by the Sellers to the Buyers of an acknowledgment of the Purchase
(iii) the submission by the Sellers to the Buyers of a delivery schedule.
c) No conditions submitted or referred to by the Sellers on accepting this offer
or incorporated in the Sellers' catalogues or acceptance form or elsewhere
shall form a part of the Contract unless otherwise agreed to in writing by
the Buyers and to the extent that any conditions submitted or referred to by
the Sellers would otherwise form part of the Contract then the same shall be deemed to
d) The Buyers shall not be liable for any variation, addition, amendment or alteration
to the Contract which has not been confirmed by it by its duly authorised representative
e) The Buyers will not be liable for any orders for the purchase of Goods except
for those contained in a Purchase Order signed by a duly authorised official
for and on behalf of the Buyers.
f) The Purchase Order will lapse unless unconditionally accepted by the Sellers
within seven days of its date.
3. Quality: All deliveries of Goods made under the Purchase Order must be of the
quality specified or, if none be specified of good quality and in accordance
with the specification, drawing design and type ordered and if ordered by sample
be in accordance with the sample. All Goods shall be fit and suitable for the
purpose intended, of merchantable quality, of good materials and workmanship, and free
from any defect of any nature whatsoever.
4. Quantity: The Sellers shall not deliver to the Buyers Goods in excess of the
quantity of Goods ordered or to be released under the provisions of the Purchase
Order without authority in writing being first obtained from the Buyers. If
Goods in excess of the quantity ordered or to be released are delivered by
the Sellers to the Buyers, the Buyers may refuse such delivery or if the Goods for
any reason are delivered may return the Goods at the expense and risk of the
Sellers and the Buyers shall under no circumstances be liable for any damage
caused to any such Goods or to pay for the same. If the Sellers shall produce
Goods or acquire raw materials in excess of the release requirements given
from time to time by the Buyers to the Sellers this shall be at the Sellers' own
risk entirely and without any liability on the part of the Buyers under condition
15 hereof or otherwise.
5. Price: The Price for the Goods listed in the Purchase Order is fixed and is not
subject to change without the agreement in writing of the Buyers. The Buyers
shall not be responsible for the cost of packing or transportation costs unless
the same has been agreed in writing by the Buyers.
6.a) Failure to deliver the Goods, the subject of the Purchase Order or any instalment
thereof or release thereunder (if to be delivered by instalments or so released)
of the quantity herein before specified and on the Delivery Date specified
in the Purchase Order or in any release authorisation made in accordance with
the term of the Purchase Order shall, at the Buyers' option, to be exercised
by notice in writing by the Buyers to the Sellers, relieve the Buyers of any obligation
to accept and pay for such Goods and upon failure to deliver as specified as
aforesaid the Buyers may buy elsewhere and/or terminate the whole Purchase
Order. Any failure by the Buyers to exercise this option with respect to any
instalment or release shall not be deemed to constitute a waiver with respect
to any subsequent instalments or releases. In relation to failure to deliver as specified
at aforesaid time shall be deemed to be of the essence of the Contract.
b) If the Goods are to be delivered by instalments, the Contract will be treated
as a single contract and not severable. In the event that the Goods are not
delivered to the Delivery address specified in the Purchase Order, the Sellers
will be responsible for any additional costs and expenses incurred in delivering
them to their correct destination.
c) Neither party hereto shall be liable for failure to perform the Contract if occasioned
by act of God, war, riot or civil commotion, act of sabotage or subversive
activity, fire, flooding, pestilence, explosion or other catastrophes, lockouts
or labour disputes or stoppages of any kind or either cause beyond their control,
and if the Sellers' failure to perform the Contract is due to any of the foregoing
reasons, the Buyers may obtain the Goods elsewhere and the amount of the Goods comprised
in the Purchase Order shall be reduced accordingly by the amount of the Goods purchased
by the Buyers elsewhere during the period of such failure of supply by the Sellers.
7.a) The Buyers shall be entitled to inspect all Goods delivered by the Sellers
pursuant to this or any Contract and thereafter to elect whether to accept
such Goods. Until the Buyers have elected to accept such Goods, the Goods shall
be at the sole risk of the Sellers and the property thereto shall remain in
the Sellers. Risk and property shall only pass to the Buyers upon the Buyers electing
to accept the Goods. If the Buyers elect to reject the Goods, the Goods will
be returned to the Sellers at the Sellers' expense. If no notification of rejection
is received by the Sellers within four months of actual delivery of the Goods
to the Buyers (delivery to a carrier not being deemed to be delivery to the
Buyers), the Buyers shall be deemed to have accepted the Goods.
b) Subject as aforesaid, the Sellers shall make good free of charge to the Buyers
any loss or damage resulting from any defects in the Goods and shall at the
request of the Buyers at their own costs promptly replace any defective Goods.
c) In the event of the Sellers' failure promptly to replace any such defective Goods,
the Buyers shall be entitled to purchase similar Goods from other sources in
which event the Sellers shall indemnify the Buyers against any increased costs
or other damage thereby incurred by the Buyers.
d) The making of any payment by the Buyers to the Sellers shall not prejudice the
Buyers' right of rejection herein contained.
8. The Buyers will not accept liability for Purchase Orders or releases or be deemed
to have given a Purchase Order or release authorisation unless issued on the
Buyers' Purchase Order or release authorisation form. All Purchases Orders
must be duly signed by or on behalf of the Buyers by an authorised officer
of the Buyers and any variations must be so authorised.
9. All pattems supplied by the Buyers shall be returned by the Sellers to the Buyers
on completion of the Purchase Order. The dies and/or moulds used by the Sellers
in the manufacture of the Goods the subject of the Purchase Order (if any)
become the Buyers' property and shall be retained by the Sellers in good condition
for use only in the manufacture of Goods for the Buyers and are not to be used
for any other purpose other than Purchase Orders placed by the Buyers. They shall
be delivered up to the Buyers on demand. If damaged or destroyed on the Sellers'
premises, they shall be replaced or repaired at the Sellers' expense.
10.a) The Sellers warrant that Goods and parts of Goods not of the Buyers' design
do not infringe any patent, trademark, registered design or any other like
protection or the provisions of any statutory instruments or regulation for
the time being in force in any country and agree to indemnify and hold harmless
the Buyers against all judgments, decrees, costs and expenses resulting from any infringement
and agree that the Sellers shall upon receipt of a request form the Buyers and at
the Sellers' own expense defend or assist in the defense of any action which
may be brought against the Buyers or those selling or using any of the Buyers'
products by reason of any such infringement or alleged infringement.
b) In no case will the Buyers be under any liability to the Sellers in respect of
any actual or alleged infringement of patent or other rights of third parties
in relation to the supplies specified herein, their manufacture or testing
except to the extent, if any, that such infringement or alleged infringement
occurs by reason of the Buyers' designs or manufacturing or testing methods specified
by the Buyers.
11. a) The sellers represent and warrant to the Buyers as follows:
(i) that the Goods are the free and unencumbered property of the Sellers and not
subject to any claim or charge by or in favour of any third party
(ii) the Goods upon delivery will be fit for the purpose for which they are purchased
and of satisfactory quality (as defined in the Sale and Supply of Goods Act
1994) free from all defects in design, workmanship and material and will be
strictly in accordance will all specifications, drawings and performance requirements
forming part of the Purchase Order(iii) the Goods will conform to all regulations
and requirements in relation to the sale of Goods and to health and safety
and shall not violate directly or indirectly the provisions of any law regulation,
rule or order applicable thereto.
b) The Sellers shall indemnify and keep indemnified the Buyers from and against
any and all losses, damages, costs, daims, proceedings, expenses or other liabilities
whatsoever and howsoever incurred or paid by the Buyers in respect of:
(i) any breach of any warranty given by the Sellers in relation to the Goods;
(ii) personal injury or death of any person whomsoever or any damage to property
real or personal (including without limitation any liability under the Consumer
Protection Act 1987) arising out of or caused by the Goods including without
limitation any claims by the customers of the Buyers or their sub-buyers arising
out of any breach whatever by the Sellers of this Contract or any want of satisfactory
quality or lack of fitness for purpose of the Goods or any of the Goods.
12. The Sellers shall not without the Buyers' prior consent in writing assign, transfer
or make over this Purchase Order or make any sub-contract in respect thereof
to any third party.
13. The Seller shall be obliged to treat this Purchase Order and all work in connection
therewith as trade secret and strictly confidential.
14. The Sellers shall comply with and give all notices required by any statute,
statutory instrument, rule or order or any regulation or byelaw applicable
to the Goods including their packaging and delivery (the "Statutory Requirements")
and shall pay all fees and charges in respect of the Goods legally recoverable
from the Sellers. If the Sellers find any divergence between the Statutory Requirements
and the Contract or between the Statutory Requirements and any instructions of the Buyers,
the Sellers shall immediately give to the Buyers a written notice specifying the
15. The Seller is fully liable for compliance of its supplies with the Regulation
(EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and
Restriction of Chemicals (hereinafter "REACH-Regulation"). Namely, the Seller
is liable that the substances contained in the products supplied by it have
been preregistered and thereafter registered, if required under the REACH-Regulation,
and that safety data sheets in accordance with the REACH-Regulation and the informations
as per section 32 of the REACH-Regulations shall be provided. To the extent the supplier
is supplying articles as defined by section 3 of the REACH-Regulations, the Seller
is namely liable for full compliance with its duty to provide information as
per section 33 REACH-Regulation.
16. a) The Sellers shall be entitled to invoice the Buyers on or at any time after
delivery of the Goods and each invoice shall quote the number of the Purchase
b) Unless otherwise stated in the Purchase Order, the Buyers shall pay the Price
within 60 days after the end of the month of receipt by the Buyers of a proper
invoice or, if later, acceptance of the Goods by the Buyers.
17. By accepting the Purchase Order, the Sellers undertake to facilitate the inspection
of certificate of origin and Suppliers' declarations by the customs authorities
and to provide the appropriatenecessary information for these, as well as producing
any necessary official verification (information sheets). Furthermore, the
Sellers undertake to indemnify the Buyers against any loss caused by the fact
that the declared origin is not accepted by the responsible authorities.
18. a) The Buyers may at any time in their absolute discretion terminate the Contract
in whole or in part by notice in writing and upon such termination the Sellers
shall cease all further work under the Contract and terminate all Purchase
Orders directly relating thereto. The Buyers shall pay to the Sellers the Price
(if unpaid) under the Purchase Order for all work actually completed and the reasonable
cost of all works actually incurred by the Sellers in carrying out the Purchase
Order to the date of such termination provided such costs are directly attributable
thereto. This clause is not applicable if the Contract is terminated under
any other provision herein contained and no claim under this clause shall be
entertained after the expiration of two months from the date of such termination.
The Buyers' liability under the terms of this clause shall be limited to the total amount
due under the Purchase Order less all amounts paid and shall in no circumstances exceed
b) The Sellers shall be entitled to terminate the Contract upon the happening of
any of the following events:
(i) the Buyers suffering an execution to be levied on their goods;
(ii) the Buyers having a receiver, an administrative receiver or administrator appointed
or going into liquidation whether voluntary or compulsory.
c) All rights, obligations or liabilities pursuant to the Contract arising prior
to the termination of the Contract shall survive the termination of the Contract.
19. The remedies hereby reserved shall be in addition to and not in substitution
for any other remedies at law and in equity and no waiver of any breach of
any terms shall constitute a waiver or any other breach of any other term of
the Contract and in particular notwithstanding the foregoing all conditions or
warranties implied by law shall apply to the Contract.
20. a) If any provision of the Contract is declared by any judicial or other competent
authority to be void, voidable, illegal or otherwise unenforceable or indications
to that effect are received by either of the parties from any competent authority,
the parties shall amend the intentions of the parties without illegality or
at its discretion of the Buyers it may be severed from the Contract and the remaining
conditions of the Contract shall remain in full force and effect unless the Buyers
in the Buyers' discretion decide that the effect of such declaration is to
defeat the original intentions of the parties in which event the Buyers shall
be entitled to terminate the Contract by five days notice.
b) Both the Buyers and the Sellers acknowledge that the Contract contains the whole
agreement between the parties and that they have not relied upon any oral or
written representations made to them by the other or its employees or agents
and have made their own independent investigations into all matters relevant
c) The Contract supersedes any prior agreement or contract between the parties whether
written or oral and any such prior agreements or contracts are cancelled without
prejudice to any rights which may have accrued thereunder to either of the
d) The failure or delay by the Buyers in enforcing the strict performance of any
provision of the Contract will not constitute a walver of such a provision
or of any other right or provision or obligation herein contained.
21. The Contract shall be construed in accordance with and governed in every respect
by the laws of England and all actions arising out of or connected with the
Contract shall be brought in the courts of England.