Page 35 - 2017PL

9.7 The Buyer shall allow the Seller to enter its premises without notice at any time within normal business hours to inspect the Goods and to remove them (and may use reasonable force to do so).
9.8 The Seller may sue for the price of the Goods even if the Buyer does not own them.
9.9 The Buyer shall immediately notify the Seller in writing if anyone threatens to issue any form of insolvency proceedings against the Buyer or to seek to appoint a receiver or manager over any of the Buyer’s property, and shall notify the Seller in writing before initiating such proceedings or entering into any voluntary
arrangement or composition with its creditors.
10 WARRANTIES
10.1 Subject to sub-clauses 10.2, 10.3, 10.4, 10.6 and 10.7 of the clause the Seller warrants that the Goods shall
be on delivery:
10.1.1 conform as to description and quantity with the particulars stated in the Seller’s invoice for the Goods; 10.1.2 be of sound materials and workmanship.
10.2 The warranties contained in sub-clauses 10.1.1 and 10.1.2 of this clause shall only apply if the Buyer shall give notice in writing to the Seller addressed to it at New Sheridan House, Don Pedro Avenue, Normanton West Yorkshire WF6 1TD of any matter by reason whereof the Buyer may allege that the Goods are not in accordance with the Contract. Such notice shall be given in respect of any complaint in sub-clause 10.1 of this clause, within 7 days of delivery of the Goods to the Buyer and in respect of any complaint in sub-clause 10.1.2 of this clause, within six months of delivery of the Goods to the Buyer.
10.3 If the Seller shall so require, after receiving notice in writing from the Buyer of any alleged matter by reason whereof the Goods are not in accordance with the Contract, the Buyer shall return the Goods to such place as the Seller shall specify and the transit of the Goods to and from such place shall be at the Buyer’s expense and risk.
10.4 If it is proved to the Seller’s satisfaction that the Goods are not in accordance with the Contract, the Seller’s sole obligation under the warranties contained in paragraph 10.1 shall at the Seller’s option in respect of any short quantities be to make up any such short quantities or to give credit therefore and in respect of any such other warranty be to repair the faulty Goods or replace them with the goods of the same kind or to give the Buyer credit for the faulty Goods.
10.5 The warranties covered in paragraph 10.1 of this clause shall not cover any faults caused by accident, misuse, neglect, tampering with the Goods or any part thereof or any attempt at adjustment or repair by any person other than the Seller’s agent or representative.
10.6 The warranties contained in paragraph 10.1 of this clause are given in lieu of and to the exclusion of all other conditions, warranties and representations as to the Goods design, specifications, performance, quality or fitness for any particular purpose thereof whether express or implied (by statement or otherwise) and neither the Seller nor its servants or agents shall be liable whether in contract, tort or otherwise for any loss, damage or expense, whether to person or property, howsoever caused, whether direct, indirect or consequential, suffered by the Buyer his servants or agents or any third party arising out of or in connection with the Contract or the Goods.
10.7 The Seller excludes all other warranties, conditions or terms relating to fitness for purpose, quality or conditions of goods whether implied by statute, common law or otherwise.
11 SET-OFF
No claims arising out of or in respect of the Contract or any other contract between the parties shall excuse the payment of the Contract price when due and no right to set-off shall exist in favour of the Buyer.
12 FORCE MAJEURE
The Seller shall not be liable to the Buyer for any loss or damage caused to or suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Seller including but without limitation, fire, labour dispute, flood, act of God or any circumstances affecting the provision of any of the Goods or part thereof by the Seller’s usual source of supply.
13 CANCELLATION OF CONTRACT
13.1 The Contract once placed and accepted cannot be cancelled except with the Seller’s written consent and on
terms which will indemnify the Seller against any loss incurred thereby. In particular it should be noted that the Seller is unlikely to be able to mitigate any loss it may suffer in respect of cancellation of orders to Buyer’s particular specifications. Where the Goods are returned by the Buyer without the Seller’s consent other than under the provisions of these Conditions they will not be accepted for credit.
13.2 If the Buyer defaults in complying with any of these Conditions or those of any other Contract between the Seller and the Buyer or in the event of the Buyer becoming bankrupt or being a company, if an order shall be made or resolution passed for the winding up of the Buyer (except for the purpose of amalgamation or reconstruction only), or if a receiver shall be appointed of any of the Buyer’s property or if distress or execution shall be levied against the Buyer or if the Buyer should stop payment or shall cease to carry on the same or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Buyer shall make any arrangement or composition with creditors, the Seller may refuse to make any further deliveries (if any) under the Contract and may, without prejudice to any other rights to which it shall then be entitled, cancel the Contract without notice and in the event of such cancellation any deposit paid by the Buyer to the Seller shall thereupon be forfeited.
14 SEVERANCE
If any part of this Contract is ineffective under the law by prohibition or non-conformity or formality it will be deemed to be deleted or altered to the extent required to ensure that the remainder of the Contract is unaffected.
15 NOTICES
Notices shall be sent in writing to the appropriate party at their usual address for correspondence and shall be deemed to be received:
- on the date of transmission if sent by electronic means;
- on the date of delivery if delivered by hand;
- two days after posting if sent by first class post;
and in proving service it shall be sufficient to prove that the current confirmation of transmission has given in the case of electronic means and that the envelope containing the notice was properly addressed, stamped and posted or delivered in the case of postal or hand delivery.
16 PROPER LAW
This Contract shall be governed by the laws of England and Wales and the parties agree to subject themselves to the jurisdiction of the English Courts.
Conditions of Sale
For further information Tel: 0845 618 2800 Fax: 0845 618 2824 sales@sheridan-uk.com www.sheridan-uk.com
35