CONDITIONS FOR THE SUPPLY OF GOODS AND ASSOCIATED SERVICES BY SCION SUPPLY LIMITED
1. CONTRACT TERMS, VARIATIONS AND REPRESENTATIONS
(a) In these conditions, "the Seller" means Scion Supply Limited; "the Buyer" means the individual, firm, company or other party with whom the Seller contracts; "the Goods" means the Goods (including any instalment of the Goods) which the Seller is to supply in accordance with these conditions; "the Services" means the whole or any part of the services which the Seller is to supply or carry out; "the Contract" means any contract under which the Seller provides Services and/or sells the Goods to the Buyer; "Supply" includes (but is not limited to) any supply under a contract of sale and "International Supply Contract" means such a contract as is described in section 26 (3) of the Unfair Contract Terms Act 1977. (b) No order in pursuance of any quotation or otherwise shall be binding on the Seller unless and until such order is accepted by the Seller. The Seller shall not be obliged to accept any order. Each order shall be deemed to be an offer by the Buyer to purchase the Goods and/or the Services subject to these conditions. Any Contract made between the Seller and the Buyer shall be subject to these conditions and save as mentioned below, no representative or agent of the Seller has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Seller only if in writing and signed by an authorised signatory of the Seller. If the Seller is unable to accept the Buyer’s order, the Seller shall inform the Buyer of this in writing and will not charge the Buyer for the product. Failure to accept an order may be because the product is out of stock, because of unexpected limits on the Seller’s resources which the Seller could not reasonably plan for, because the Seller has identified an error in the price or description of the product, because of regulatory or compliance reasons, or because the Seller is unable to meet a delivery deadline the Buyer has specified. The Buyer acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the Seller (whether innocently or negligently) which is not expressly set out in writing and signed by an authorised signatory of the Seller. (c) Unless otherwise agreed in writing by the Seller these conditions shall apply to the exclusion of any terms and conditions stipulated or referred to by the Buyer in his order or pre-contract negotiations or any inconsistent terms implied by law or trade custom, practice or course of dealing. (d) Any sample, drawing, descriptive matter, specifications and advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or other advertising material are produced solely to describe the Goods and/or the Services approximately and shall not form a representation or be part of the Contract. (e) Where the Seller has not given a written acknowledgment of the Buyer's order these conditions will nonetheless apply to the Contract provided that the Buyer has had prior notice of them. (f) The Seller reserves the right to correct any clerical or typographical errors made by its employees at any time.
2. SPECIFICATION, INSTRUCTIONS OR DESIGN
(a) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. (b) If the Goods are made to a specification, instruction or design supplied by the Buyer or any third party on behalf of the Buyer then (i) the suitability and accuracy of that specification, instruction or design will be the Buyer's responsibility; (ii) the Buyer will indemnify the Seller against any infringement or alleged infringement of any third party's intellectual property rights including but not limited to patent, design right, registered design, trademark, trade name or copyright and any loss, damage or expense which it may incur by reason of any such infringement or alleged infringement in any country; (iii) the Buyer will indemnify the Seller against any loss, damage or expense in respect of any liability arising in any country by reason of the Goods being made to such specification, instruction or design.
3. QUOTATIONS AND PRICES
(a) Unless otherwise agreed by the Seller in writing, the price for the Goods and/or the Services shall be the price set out in the order or, if no price is set out in the order, the price set out in the Seller’s published price list applicable on the date of completion of delivery. The Seller shall be entitled to increase its prices at anytime to take account of any increase in the cost to the Seller of purchasing any goods or materials or manufacturing working on or supplying any goods (including but not limited to any such increase arising from any error or inadequacy in any specification, instructions or design provided by the Buyer, any modification carried out by the Seller at the Buyer's request or any change in exchange rates) and such increased prices ruling at the date of despatch by the Seller shall be substituted for the previous Contract price. (b) All prices quoted are exclusive of any applicable value added tax and the Buyer shall pay any and all taxes duties and other government charges payable in respect of the Goods and/or Services. (c) All prices shown are in British Pounds (Pound Sterling/GBP) unless otherwise stated.
(a) Unless otherwise agreed in writing by the Seller, the Seller shall deliver the Goods by the means most convenient to the Seller to the address or addresses specified by the Buyer at the time of placing his order or (in the event that the Buyer fails so to specify an address) to any address at which the Buyer resides or carries on business. The Seller shall be entitled to add to the contract price a reasonable charge for packaging and delivery. Off-loading shall be at the Buyer's expense and the Buyer shall provide appropriate equipment and manual labour for such off-loading. The Buyer shall provide all requisite instructions, documents, licences and authorisations required for or relevant to the delivery of the Goods and/or the Services to enable delivery to take place. The Seller shall not be liable for any failure or delay in delivery as a result of the Buyer failing to comply with this condition or any other condition. (b) If the Contract requires the Buyer to take delivery of the Goods at the Seller's premises the Seller shall notify the Buyer of the collection date (being the date on which the Goods are or will be ready for delivery) and the Buyer shall take delivery of the Goods within 7 days of the collection date. Loading of the Goods shall be at the Buyer's expense. (c) Should the Seller be delayed in or prevented from making delivery of the Goods or carrying out the Services due to any cause whatsoever beyond the reasonable control of the Seller the Seller shall be at liberty to terminate the Contract or suspend the order placed by the Buyer without incurring any liability for any loss or damage arising therefrom, but without prejudice in any such case to rights accrued to the Seller in respect of deliveries already made. (d) While the Seller will endeavour to deliver the Goods or complete the Services by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Seller will not be liable for any failure to deliver the Goods or carry out the Services by such a date or within such a period. Time for delivery shall not be of the essence of the Contract. Moreover, the Seller shall be entitled to defer delivery until any monies due from the Buyer have been received. (e) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated. (f) If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may at its option; (i) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or; (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract. The Buyer shall pay such shortfall to the Seller within 28 days of the date of the Seller's demand therefor. (g) If no person is available at the Buyer’s address to take delivery and the products cannot be posted through a letterbox, the Seller or its agent shall leave instructions informing the Buyer of how to rearrange delivery or collect the products from a local branch. If the Buyer does not collect the products from the Seller as arranged or if, after a failed delivery to the Buyer, the Buyer does not re-arrange delivery or collect them from a delivery branch, the Seller shall contact the Buyer for further instructions and may charge the Buyer for storage costs and any further delivery costs. If, despite the Seller’s reasonable efforts, the Seller is unable to contact the Buyer or re-arrange delivery or collection, the Seller may terminate the Contract. (h) Any liability of the Seller for non-delivery of the Goods shall be limited to replacing within a reasonable time, or issuing a credit note against any invoice raised for, any such Goods that were not delivered.
5. RISK IN THE GOODS
(a) Save in the case of International Supply Contracts (as described in section 14 EXPORT below) and subject to any agreement in writing by the Seller, the risk in Goods which the Seller agrees to supply shall pass to the Buyer on (i) delivery or (ii) the date on which, the Goods being ready for delivery, delivery is postponed at the Buyer's request, whichever shall first occur. Delivery shall be deemed to be completed before off-loading or (in the case of delivery at the Seller's premises) loading of the Goods. (b) All other goods shall be at the Buyer's sole risk at all times, and the Seller shall not be liable for any loss of or damage sustained by any goods left with the Seller howsoever caused and whether or not attributable to negligence on the part of the Seller or negligence or wilful default on the part of any servant or agent of the Seller.
(a) Unless otherwise specified in writing by the Seller payment of the Seller's invoices shall be made by the Buyer net cash not later than 30 days after the end of the month in which the relevant invoice date falls notwithstanding that property in the Goods has not passed to the Buyer and any separate payment agreed for the Services shall be made not later than 30 days after the date of which such Services are completed or, in the event that the Services cannot be carried out due to the act or default of the Buyer, its servants or agents, when the Seller is ready to carry out the Services. Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Seller interest will be payable on all overdue accounts at Lloyds Bank Plc base rate plus 4% and for the purposes of sections 7 and 9 hereof the full purchase price of the Goods or the Services shall include all interest payable hereunder.
7. FAILURE TO PAY OR DEFERMENT
(a) For the purposes of this clause "an intervening event" shall mean any such event as is described in sub-clause (c) hereof. (b) If there shall be an intervening event the Seller may, within a reasonable time thereafter, defer or cancel any further deliveries or services, stop any Goods in transit and treat the Contract of which these conditions form part as determined but without prejudice to its rights to the full purchase price for Goods delivered and Services performed and damages for any loss suffered in consequence of such determination. (c) An intervening event shall be any of the following,(i) failure by the Buyer to make any payment when it becomes due; (ii) breach by the Buyer of any of the terms or conditions of the Contract; (iii) the Buyer's proposal for or entry into any composition or arrangement with creditors.(iv) the presentation against the Buyer of any Petition for a Bankruptcy Order, Administration Order, Winding-Up Order, or similar process; (v) the appointment of an Administrative Receiver or Receiver in respect of the business or any part of the assets of the Buyer; (vi) the Seller forming the reasonable opinion that the Buyer has become or is likely in the immediate future to be-come unable to pay his, her or its debts (adopting, in the case of a Company, the definition of that term set out in Section 123 of the Insolvency Act 1986).
8. LIMITATION OF LIABILITY
(a) The Seller will have no liability for damage in transit, shortage of delivery or loss of Goods unless the Buyer shall have given to the Seller written notice of such damage, shortage or loss with reasonable particulars thereof within 7 days of receipt of the Goods or (in the case of total loss) of receipt of the invoice or other notification of despatch. The Seller's liability, if any, shall be limited to replacing or (in its discretion) repairing such Goods and it shall be a condition precedent to any such liability that the Buyer shall if so requested provide authority for the Seller's servants or agents to inspect any damaged Goods within 14 days of such request. (b) Subject to condition 8(e) and to the provisions of section 2(i) of the Unfair Contracts Terms Act 1977, the Seller shall have no liability to the Buyer in the event of any negligence or wilful default on the part of its servants or agents in or in connection with the supply of any Goods or the design or manufacture thereof or in the carrying out of any Services. The Seller will have no liability to the Buyer, whether arising on contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, for any loss of profit, loss of business, depletion of goodwill or for any indirect or consequential loss whatsoever arising out of or in connection with the Contract. (c) (i) Save as otherwise provided in these conditions the Seller's liability in respect of any defect in or failure of Goods whether the Supplier's own branded Goods or third party Goods procured and supplied by the Supplier to the Buyer is limited to replacing or (in its discretion) repairing or paying for the repair or replacement of such Goods which, (in the case of defects apparent upon inspection) within 21 days of delivery and (in the case of defects not so apparent) within 12 months of delivery to the Buyer are found to be defective or fail or are unable to perform in accordance with the Contract by reason of faulty or incorrect design workmanship parts or materials. (ii) In the event of any error in any weight, dimension, capacity, performance or other description which has formed a representation or is part of a contract the Seller's liability in respect of any direct loss or damage sustained by the Buyer as a result of such error shall not exceed the price of the Goods in respect of which the description is incorrect. (iii) The Seller shall honour the terms of any guarantee provided by the third party manufacturer of which the Buyer has the benefit by virtue of it having purchased such Goods PROVIDED ALWAYS that the Buyer shall have complied with all and any terms imposed by the manufacturer's guarantee. (iv) The Seller shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Buyer arising from or in connection with any such defect failure or error as aforesaid. (d) Where the Seller agrees to repair or replace Goods in accordance with the foregoing provisions of this clause 8 or otherwise any time specified for delivery under the Contract shall be extended for such period as the Seller may reasonably require. (e) Nothing in these conditions shall limit or exclude the liability or remedy of either party for (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors; (ii) for fraud or fraudulent misrepresentation; (iii) for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979; (iv) arising in respect of defective Goods by virtue of the Consumer Protection Act 1987; or (v) for any act, omission or matter, liability for which may not be legally excluded or limited. All Goods sold by the Seller are supplied with the benefit of the terms implied by section 12 of the Sale of Goods Act 1979. Subject thereto, and whether or not the Contract is a contract of sale, all other conditions, warranties and other terms express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Seller in writing PROVIDED that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
8a. LIMITATION OF LIABILITY – BUYER AS A CONSUMER
(a) Where the Buyer is not acting in the course of a business, or is not a business entity, the Supplier shall not exclude or limit in any way its liability to the Buyer where it would be unlawful to do so. This includes liability for death or personal injury caused by the Supplier’s negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Buyer’s legal rights in relation to the Goods including the right to receive Goods which are: (i) as described and match information provided by the Supplier to the Buyer and any sample or model seen or examined by the Buyer; (ii) of satisfactory quality; (iii) fit for any particular purpose made known by the Buyer to the Supplier; (iv) supplied with reasonable skill and care and, where installed by the Supplier, correctly installed; and (v) for defective Goods under the Consumer Protection Act 1987. (b) If the Supplier provides the Services in the Buyer’s property, the Supplier shall make good any damage to such property caused by the Supplier whilst doing so. The Supplier shall not be liable for the cost of repairing any pre-existing faults or damage to the Buyer’s property that the Supplier discovers whilst providing the Services.
9. RETENTION OF TITLE
(a) The following provisions shall apply to all contracts other than International Supply Contracts (as specified in section14 EXPORT below) and to all Goods which under the Contract the Seller agrees to supply to the Buyer. No failure by the Seller to enforce strict compliance by the Buyer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Seller's rights under this paragraph. (i) Upon delivery of the Goods the Buyer shall hold the Goods solely as bailee for the Seller and the Goods shall remain the property of the Seller until such time as the Buyer shall have paid to the Seller and the Seller shall have cleared funds for the full purchase price thereof. Until such time the Seller shall be entitled to recover the Goods or any part thereof and for the purpose of exercising such rights the Buyer hereby grants a licence to the Seller its employees and agents with appropriate transport to enter upon the Buyer's premises and any other location where the Goods are situated and remove the Goods. (ii) The Buyer is hereby granted a licence by the Seller to incorporate the Goods in any other products. (iii) The licence granted under sub-clause (i) hereof shall extend to detaching the Goods from any property to which they are attached or into which they have been incorporated or from any other products or Goods to which they have been attached pursuant to the licence granted under sub-clause (ii) hereof. (iv) The Buyer is hereby licensed to agree to sell on the Goods and any products incorporating any of them on condition that the Buyer shall inform its customer of the provisions of sub-clauses (i)-(iii) hereof. The Buyer acts as the Seller's bailee in respect of any such sale and shall, immediately upon receipt of the proceeds of sale, and whether or not payment has become due under clause 6 hereof, remit to the Seller the full purchase price of the Goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Seller. (v) The Buyer shall maintain all appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to him. In the event of any loss or damage occurring while the Goods remain the property of the Seller the Buyer shall immediately on receipt of the insurance monies, remit to the Seller the full purchase price of the Goods lost or damaged less any part thereof which has already been paid and until such mount has been so remitted shall hold such amount as trustee and agent for the Seller. For the avoidance of doubt the provisions of this sub-clause do not affect the Buyer's obligations under clause 6 hereof. (vi) The licences granted under sub-clauses (ii) and (iv) above shall be terminable forthwith at any time upon notice by the Seller to the Buyer. In the case of International Supply Contracts property in the Goods shall pass to the Buyer on delivery.
10. TERMINATION AND CANCELLATION
(a) For most Goods/Services bought online, the Buyer shall have a legal right to cancel the Order for any reason within 14 days and receive a full refund in accordance with the Consumer Contracts Regulations 2013. (b) If the Buyer has purchased Services from the Supplier, the Buyer shall have 14 days after the day the Supplier confirms acceptance of the order in which to cancel the order for any reason. However, once the Services have been completed, the Buyer cannot cancel, even if the cancellation period set out above is still running. If the Buyer cancels after the Supplier has started performance of the Services, the Buyer shall pay the Supplier for the Services provided up until the time the Buyer notifies the Supplier of cancellation. (c) If the Buyer has purchased Goods from the Supplier, the Supplier shall have 14 days after the day the Buyer (or a nominated representative) receives the Goods, unless: (i) the Goods are split into several deliveries over different days, in which case the Buyer shall have until 14 days after the day the Buyer (or a nominated representative) receives the last delivery in which to cancel the order for the Goods; or (ii) the Goods are for regular delivery over a set period, in which case the Buyer shall have until 14 days after the day the Buyer (or a nominated representative) receives the first delivery of the Goods. (d) The Buyer shall not have a right to cancel in respect of: (i) services once these have been completed, even if the cancellation period is still running; (ii) Goods sealed for health protection or hygiene purposes, once these have been unsealed after receipt by the Buyer; (iii) sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after receipt by the Buyer; and (iv) any Goods which become mixed inseparably with other items after their delivery. (e) The Supplier shall have the right to terminate any Contract at any time in writing to the Buyer if: (i) the Buyer does not make any payment to the Seller when it is due and the Buyer still does not make payment within 14 days of notice of such overdue payment by the Seller; (ii) the Buyer does not, within a reasonable time of the Buyer requesting for it, provide the Seller with information that is necessary for the Seller to provide the products; (iii) the Buyer does not, within a reasonable time, allow the Supplier to deliver the products to the Buyer or collect them from the Supplier; or (iv) the Buyer does not, within a reasonable time, allow the Supplier access to your premises to supply the Services. (f) If the Supplier terminates the Contract in accordance with any of the provisions of 10(b) above, the Supplier shall refund any payment by the Buyer made in advance for products the Supplier has not provided. The Supplier may deduct or charge the Supplier reasonable compensation for the net costs the Supplier will incur as a result of the Buyer breaching the Contract. The Supplier may withdraw any product it supplies. The Supplier shall notify the Buyer of such withdrawal in writing in advance of such withdrawal and shall refund any sums the Buyer has paid in advance for products which will no longer be provided.
11. SUMMARY OF CONSUMER RIGHTS
- This section 11 shall only apply where the Buyer acts as a Consumer under these terms and conditions.
- For the purposes of these terms and conditions, “Consumer” means a natural person (i.e., a human being) who is acting for purposes other than his or her trade, business or profession.
- This is a summary of a Consumer’s key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
- If a Consumer’s product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of the Consumer’s product, its legal rights entitle the Consumer to the following:
- • up to 30 days: if the goods are faulty, then the Consumer can get an immediate refund;
- • up to six months: if the goods can't be repaired or replaced, then the Consumer is entitled to a full refund, in most cases;
- • up to six years: if the goods do not last a reasonable length of time, the Consumer may be entitled to some money back.
- If a Consumer’s product is services, the Consumer Rights Act 2015 says:
- • the Consumer can ask the Supplier to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if the Supplier can't fix it;
- • if the Consumer hasn't agreed a price beforehand, what the Consumer is asked to pay must be reasonable;
- • if the Consumer hasn’t agreed a time beforehand, it must be carried out by the Supplier within a reasonable time.
12. USE AND SAFE HANDLING
(a) The Buyer warrants that it will pass on to all third parties to whom it may supply the Goods or any of them all information as to the use and safe handling of such Goods as may have been provided to the Buyer by the Seller.
(a) If the Seller agrees that any tests shall be carried out in the presence of the Buyer or his representative the Seller shall notify the Buyer of the date on which it is or will be ready to carry out such tests and the Buyer undertakes that he or his representative will attend at the premises where the Goods are situate on the date specified by the Seller for the purpose of witnessing the tests and agrees that in default of such attendance the Seller may proceed with the tests in his absence and he shall be bound by the results thereof. (b) If the Buyer wishes to test the Goods otherwise then at the Seller's premises or otherwise than in the presence of the Seller's employees, agents or representatives, the Buyer shall first obtain written details from the Seller of its recommended testing procedure for such Goods (which shall not be unreasonably withheld). The Seller shall have no liability for any damage which occurs to such Goods during or as a result of such testing not being in accordance with the Seller's recommended testing procedure nor from any direct or consequential damage incurred by the Buyer during or as a result of such testing not being in accordance with the Seller's recommended testing procedure.
(a) In addition to the standard terms and conditions contained in these Conditions for the Supply of Goods and Associated Services by Scion Supply Limited, the export by Seller of Goods are subject to the terms and conditions of this section 14 (the “Additional Export Terms”). To the extent there is a conflict between the standard terms and conditions and these Additional Export Terms, the Additional Export Terms will control. (b) If the Contract is an International Supply Contract, it shall be deemed to incorporate the Incoterms 2010 rules except that in the event of any inconsistency between Incoterms and any express term of the Contract the latter shall prevail. Unless otherwise stated and agreed, default shipping term is ex works Seller’s shipping location. Buyer shall be responsible for obtaining insurance. Unless other Incoterms 2010 rules are stated and agreed to by the parties in writing, all related freight-works costs (including insurance if applicable) will be charged to the Buyer as part of the International Supply Contract. At Seller’s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss for products shall transfer at the delivery point as determined by the applicable Incoterms being utilized for the export sale. The Seller shall be under no obligation to give the Buyer the notice specified in section 32 (3) of the Sale of Goods Act 1979. (c) The Buyer assumes responsibility for, and unconditionally guarantees payment or reimbursement of all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, Buyer shall indicate which Goods are tax exempt. (d) Unless otherwise specified in the International Supply Contract and subject to Buyer’s status and creditworthiness, payment terms are 60 days after the end of the month in which the relevant invoice date falls. All other payment terms are as set forth in section 6 above. Buyer agrees to inform Seller immediately if it intends to use any import or export financing, or has or will be granting a charge or security interest on its inventory to any third party. (e) Buyer represents and warrants that it is not designated on, or associated with, any party designated on any of the applicable U.S. or U.K. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations. (f) It is specifically agreed that Buyer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Buyer's agent in such capacity for purposes of the applicable foreign trade regulations or other regulatory purposes, and Buyer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Seller’s request, Buyer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Buyer or its freight forwarder related to sales to Buyer by Seller. (g) Buyer represents that it is purchasing Goods from the U.K. and importing them to the country specified in the Buyer and Seller documentation. Buyer agrees that the Goods will be shipped to the specified destination in compliance with the laws of such destination and the U.K., and that the Goods will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.K. laws and regulations relating to the Goods purchased by Buyer. Diversion contrary to U.K. law is prohibited. Seller reserves the right to require Buyer to provide full details of the intended use of the Goods and the final destination of the Goods. If requested by Seller, Buyer shall provide documentation satisfactory to Seller verifying delivery at the designated country, the identity of end users ordering Goods from Buyer and the terms and conditions upon which such end users request Goods to be supplied. Buyer further agrees to inform Seller at the time of order of any special documentation, packaging or product marking or labelling, but Seller shall not be responsible for providing any such documentation, packaging, marking or labelling other than such documents that are necessary under U.K. export laws and regulations for export, unless Seller expressly agrees to do so. Based on the foregoing, Seller reserves the right not to supply goods to certain countries. (h) Buyer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under other applicable laws or regulations. (i) The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by English law. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.
(a) The proper law of all contracts with the Seller shall be English law which shall govern in all respects the construction and effect of such contracts and of these conditions. The Buyer agrees that in the event of any dispute arising out of the Contract or the performance thereof he will submit to the jurisdiction of the English court. (b) Buyer is aware that Seller’s business practices prohibit bribery and corrupt behaviour in any form. Buyer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Buyer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the Goods ordered from Seller. Buyer shall not pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices. (c) The headings to the paragraphs of these conditions are for ease of reference only and shall not affect the interpretation or construction thereof. (d) If any provision of these conditions is or becomes illegal, void or unenforceable for any reason, the validity of the remaining provisions shall not be affected. (e) Failure by the Seller to enforce strict compliance with these conditions by the Buyer will not constitute a waiver of any of the provisions of these conditions. (f) Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. (g) The Seller may assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract to any third party or agent. (h) If any provision, or part of a provision, of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “void provision”), such invalidity, illegality or unenforceability shall not affect the other provisions of the Contract, which shall remain in full force and effect. If a void provision would be valid, legal and enforceable if some part of it were deleted, that void provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable it shall be deemed to be deleted.