Conditions of Sale Export PDF
Conditions of Sale Export PDF
Conditions of Sale Export PDF
7. Property, Risk and Return of unused Goods 14. Intellectual Property Rights
(a) The provisions of this Condition shall apply in relation in the passing of property or the passing of risk to any Goods (a) Intellectual Property Rights in the Goods and Software remain the property of Seller (or its licensor) and unless
comprised in an Incoterm consignment notwithstanding the provisions of Incoterms 2000 relating to the same. otherwise agreed in writing Buyer is licensed to use the Software only for its intended purpose and only in
(b) Risk of loss of or damage to the Goods shall pass to Buyer at the time of delivery or deemed delivery. connection with the Goods.
(c) The property in the Goods shall not pass to Buyer until all sums due or owing to Seller by Buyer on any account (b) The Goods are sold subject to third party Intellectual Property Rights and rights to prevent or restrict the sale or use
have been paid and until payment the following provisions of this Condition 7 shall apply. of the Goods in any part of the world and Buyer shall accept such title to the Goods as Seller may have.
(d) The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment
given by Buyer has been met on presentation or otherwise honoured in accordance with its terms. Seller may sue 15. Limitation of Liability
for the whole of the price at any time after it has become payable. (a) NOTE - THE FOLLOWING PROVISIONS SET OUT THE ENTIRE FINANCIAL LIABILITY OF SELLER FOR ANY
(e) If the Buyer does not pay any sum owing to Seller on time then Seller shall be entitled to the immediate return of all BREACH OF CONTRACT AND ANY REPRESENTATION OR NEGLIGENCE UNDER THE CONTRACT.
Goods sold by Seller to Buyer (or the documents of title thereto) in which the property has not passed to Buyer, and (b) All warranties, conditions and terms implied by law are excluded to the fullest extent possible.
Buyer hereby irrevocably authorises Seller to recover the Goods or documents and to enter any premises of Buyer (c) Nothing in these Conditions excludes or limits Seller’s liability for death or personal injury caused by Seller’s
for that purpose. Demand for or recovery of the Goods or documents by Seller shall not itself discharge Buyer’s negligence.
liability to pay the whole of the price and take delivery of the Goods or Seller’s right to sue for the whole of the price (d) Subject to Condition 15 (b) and (c) above Seller’s total liability in contract, tort (including negligence and breach of
and for the costs of recovering the Goods. statutory duty), misrepresentation or otherwise arising in connection with the contract is limited to £50,000. In
(e) Goods may be returned if they were incorrectly ordered or are no longer needed subject to a charge of £25 (or local addition, and subject to such total liability:
currency equivalent, as decided by the Seller) or 10% of the value of the Goods, whichever is the greater, and (i) Seller’s liability for defects is limited to the obligations in Conditions 9 and 10;
subject to the following conditions: (ii) Seller’s liability for breach of obligations under Conditions 9 and 10 is limited to the price of the relevant part of
(i) the Goods and packaging are in good, resaleable condition; the Goods in question;
(ii) the Goods are returned within three months from the date of the invoice for the Goods; and (iii) Seller’s liability for damage to tangible property is limited to making good or replacing damaged property;
(iii) the Goods have not been used. (iv) Seller is not liable for any indirect or consequential loss or damage (including but not limited to loss of data,
profits, business, goodwill or otherwise) or any claims of third parties; and
8. Buyer’s Default (v) Seller is not liable for any claim unless (a) full details of the claim have been given to Seller within one month of
Seller may at its option cancel or withhold all further deliveries under the contract if Buyer: the matters giving rise to the claim becoming known to the Buyer and (b) legal proceedings in respect of the
(i) does not pay any sum due under this or any other contract between Seller and Buyer on time; or claim are begun within 12 months of that date.
(ii) being a natural person, shall die or become bankrupt; or (e) Where Buyer resells the Goods by incorporation into Buyer’s products Buyer shall indemnify Seller against any third
(iii) being a company, shall enter into liquidation or if an administrator or receiver or administrative receiver is party claims arising out of defects in Buyer’s products. This does not apply where the defect is caused by Seller’s
appointed over all or part of its undertaking, property or assets; or Goods.
(iv) enters or offers to enter into any arrangement or composition with his or its creditors; or
(v) suffers anything similar or analogous to any of the foregoing under the laws of any jurisdiction in which Buyer is 16. Proper Law
incorporated, resident or carries on business. The contract shall be governed by and construed in accordance with English law and Buyer submits to the
Buyer shall immediately give notification to Seller if (ii) - (v) shall apply, and in the case of death, the Buyer’s exclusive jurisdiction of the English courts but Seller may enforce the contract in any court of competent jurisdiction.
representatives shall give such notification.