Conditions of Sale

1. INTERPRETATION

1.1  In these conditions, the following words have the following meanings:
“Buyer” means the person, firm or company who purchases the Goods from Seller;
“Seller” means Tennants Textile Colours Limited incorporated and registered in England with company number

466545 with offices at 31/43 Ravenhill Road, Belfast BT6 8DP;
“Consignment Stock” means any stock of Goods which Buyer is holding from time to time for inventory management purposes which will be paid for by Buyer in accordance with condition 6.5;
“Contract” means any contract between Buyer and Seller for the purchase and sale of the Goods, incorporating these conditions;
“Goods” means any goods agreed in the Contract to be supplied to Buyer by Seller (including any part or parts of them);
“Instructions & Warnings” means the instructions & warnings and other information and guidance relating to the Goods, including the transport and storage of the Goods, set out on/in the packaging of and/or any documentation accompanying the Goods;

1.2  The headings in these conditions are for convenience only and shall not affect their interpretation, and references to the singular include the plural and vice versa.

2. BASIS OF SALE

2.1  Seller shall sell and Buyer shall purchase the Goods subject to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions (including any terms or conditions which Buyer purports to apply under any order, confirmation of order, specification or other document) and Buyer waives any right which it might otherwise have to rely on such terms and conditions.

2.2  No variation to these conditions shall have any effect unless agreed in writing by an authorised representative of Seller.

2.3  Each order or acceptance of a quotation for Goods shall be deemed to be an offer by Buyer to purchase Goods subject to these conditions.

2.4  No order placed by Buyer shall be deemed to be accepted by Seller and no Contract will come into existence with Seller until the earlier of: (a) acknowledgement of order by Seller; or (b) delivery of Goods.

2.5  Buyer shall be responsible for ensuring that the terms of its order and any applicable specification are complete and accurate.

2.6  Save as expressly agreed otherwise by the Seller, any quotation is valid for a period of 90 days only from its date, provided that Seller has not previously withdrawn it.

3. DESCRIPTION

3.1  The quantity and description of the Goods shall be as set out in Seller’s quotation, acknowledgement of order, invoice, despatch note or delivery note (as the case may be).

3.2  All samples, drawings, descriptive matter, specifications and advertising issued by Seller and any descriptions or illustrations contained in Seller’s catalogues, brochures or webpages are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY & NON-DELIVERY

4.1  Unless specified otherwise in the order, the Goods shall be delivered by or on behalf of the Seller to the location specified in the order.

4.2  Any dates specified for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.3  Any liability of Seller for non-delivery of Goods, or damage to or partial loss of the Goods in transit, shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods, but otherwise, Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Contract unless such delay exceeds 60 days. Buyer must notify Seller if any Goods have not been delivered by the estimated delivery date, and all claims for non-delivery of any consignment, in whole or part, must be submitted in writing to the carrier and Seller or Seller’s agent promptly. In the absence of such notification, the Goods shall be deemed to have been delivered.

4.4  If for any reason Buyer fails to accept delivery of any of the Goods, or Seller is unable to deliver the Goods on time because Buyer has not provided sufficient information, the Goods shall be deemed to have been delivered.

4.5  The quantity of any consignment of Goods as recorded on Seller’s delivery note shall be conclusive evidence of the quantity received by Buyer on delivery. In case of dispute in respect of weight, carriers’ weight shall be binding.

4.6  Each order shall constitute a separate Contract and any delay in delivery of the Goods (or in instalment thereof) shall not entitle Buyer to cancel any other contract or instalment.

4.7  Seller reserves the right to charge Buyer for any increase in carriage, freight, insurance or other transit charges which may occur after the date of the Contract and any other extra charges incurred due to despatch by a route other than the usual route if despatch by that route is considered by Seller to be necessary.

5. RISK/TITLE

5.1  The Goods are at the risk of Buyer from the time of despatch.

5.2  Ownership of the Goods shall not pass to Buyer until Seller has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums which are or which become due to Seller from Buyer on any account.

5.3  Until ownership of the Goods has passed to Buyer, Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller’s bailee; and (b) maintain the Goods in satisfactory condition and keep them adequately insured on Seller’s behalf for their full price against risks.

5.4  Except for Goods comprised within Consignment Stock which Buyer may not resell until ownership has passed to it, Buyer may resell the Goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of Buyer's business at full market value; and (b) any such sale shall be a sale of Seller’s property on Buyer's own behalf and Buyer shall deal as principal when making such a sale.

5.5  Seller shall be entitled to cancel the Contract without liability (and suspend any further deliveries under the Contract) and Buyer's right to possession of the Goods shall terminate immediately if: (a) Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or (b) Buyer is unable to pay its debts as they fall due or ceases to trade.

5.6  The Buyer shall be entitled to cancel the Contract by 7 days’ notice in writing, provided that the Buyer will remain liable for all costs incurred by Seller, including (but not limited to) production costs and costs incurred purchasing raw materials, up to and including the date of cancellation.

5.7  Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Seller.

5.8  Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where Buyer's right to possession has terminated, to recover them.

5.9  On termination of the Contract, howsoever caused, Seller’s (but not Buyer's) rights contained in this condition 5 shall remain in effect.

6. PRICE & PAYMENT

6.1  Unless otherwise agreed by Seller, the price of the Goods shall be the price set out in the order. The Contract price may be adjusted in the event that Seller’s costs increase after the date of the Contract or in the event of adverse economic circumstances. In the event that it becomes necessary for Seller to increase the price of the Goods, then Buyer shall have the option either to accept the new price or cancel the balance of the order outstanding as at the date of such cancellation.

6.2  The price for the Goods is exclusive of any value added tax and any delivery charge specified in the order, which amounts Buyer shall pay in addition when it is due to pay for the Goods.

6.3  Payment of the price for the Goods is due in accordance with the payment terms set out in Seller’s confirmation of order or invoice (as the case may be), provided that, subject to condition 6.1 only, all payments payable to Seller under the Contract shall become due immediately upon cancellation or termination.

6.4  Unless otherwise agreed by Seller, all prices shall be payable in the currency quoted in the order.

6.5  Buyer will notify Seller in writing on the last working day of each month how much, if any, Consignment Stock it has used during that month and Seller will invoice Buyer accordingly. Seller shall be entitled, upon reasonable notice to Buyer, to enter Buyer’s premises to take an inventory of all Consignment Stock.

6.6  Time for payment shall be of the essence.

6.7  No payment shall be deemed to have been received until Seller has received cleared funds.

6.8  Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

6.9 If Buyer fails to pay Seller any sum due pursuant to the Contract, Seller reserves the right to: (a) suspend any or all deliveries; and/or (b) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.

7. WARRANTIES AND LIABILITY

7.1 Seller warrants that on delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and, subject to the Instructions & Warnings, be reasonably fit for any particular purpose which has been notified to, and approved in writing by, Seller in advance of order but no guarantee is given that they will be suitable for any specific purpose, even if that purpose be known to Seller.

7.2 The above warranty is given by Seller subject to the following conditions: (a) Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specifications supplied by or on behalf of Buyer; (b) Seller shall be under no liability in respect of any defect in the Goods arising from any negligence, wilful damage, fair wear and tear or misuse on the part of Buyer in each case nor, unless expressly approved in advance by Seller, from application in or effects of chemicals or use in unusual circumstances.

7.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law, excluded from the Contract.

7.4 Seller shall not be liable for breach of the warranty in condition 7.1 unless: (a) Buyer gives written notice of the defect to Seller within 7 days of the time when Buyer discovers or ought to have discovered the defect; and (b) Seller is given a reasonable opportunity after receiving the notice of examining such Goods and Buyer (if asked to do so by Seller) returns (at Seller’s cost if breach of warranty found, and otherwise at Buyer’s cost) such Goods (or part thereof) to Seller for examination.

7.5 Seller shall not be liable for breach of the warranty in condition 7.1 if: (a) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, application, use and/or maintenance of the Goods, including without limitation, the Instructions & Warnings; or (b) Buyer alters or repairs such Goods without the written consent of Seller.

7.6 Subject to conditions 7.4 and 7.5, if any of the Goods do not conform with the warranty in condition 7.1, Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Seller so requests, Buyer shall (at Seller’s cost if breach of warranty found, and otherwise at Buyer’s cost) return the Goods or the part of such Goods which is defective to Seller.

7.7 If Seller complies with condition 7.6 it shall have no further liability for breach of the warranty in condition 7.1 in respect of such Goods.

8. LIMITATION OF LIABILITY

8.1 Subject to conditions 4 and 7, the following provisions set out the entire financial liability of Seller (including any liability for the acts or omissions of its employees, agents and subcontractors) to Buyer in respect of: (a) any breach of these conditions; and (b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

8.2 Nothing in these conditions excludes or limits the liability of Seller for: (a) death or personal injury caused by Seller’s negligence; (b) fraudulent misrepresentation; or (c) any matter which it would be illegal for Seller to exclude or limit its liability.

8.3 Subject to conditions 7.3 and 8.2: (a) Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising out of or in connection with the Contract shall be limited to the Contract price; and (b) Seller shall not be liable to Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

8.4 Seller accepts no liability for any loss or damage suffered where such loss or damage arises from any negligence, wilful damage, fair wear and tear or misuse on the part of Buyer in each case nor, unless expressly approved in advance by Seller, from application in or effects of chemicals or use in unusual circumstances.

9. RETURNS POLICY

Following delivery of the Goods, unless either agreed otherwise in writing by Seller or required by law, Seller will not accept any return of the Goods except where, in accordance with the provisions of condition 7, the Goods are returned to Seller by reason of any defect in the quantity, quality or condition of the Goods or failure to correspond with their specification for the purposes of examination by Seller or, at the option of Seller, repair, replacement or refund.

10. FORCE MAJEURE

Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by Buyer (without liability to Buyer) if it is prevented from or delayed in the carrying on of its business or fulfilling any order in whole or part due to any circumstances beyond its reasonable control.

11 GENERAL

11.1 Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any subcontractor, provided that any act or omission of any such subcontractor shall be deemed to be the act or omission of Seller.

11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or such other address as may at the relevant time have been notified pursuant to this condition to the party giving the notice. Any such notice shall be deemed to have been received: (a) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery; or (c) if sent by facsimile transmission, on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

11.3 No waiver by Seller of any breach of the Contract by Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. Failure or delay by Seller in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

11.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

11.5 The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

11.6 Each right or remedy of Seller under the Contract is without prejudice to any other right or remedy of Seller whether under the Contract or not.

11.7 The Contract represents the entire understanding between Buyer and Seller in relation to its subject matter and supersedes all prior agreements, understandings or arrangements made by either party, whether oral or written. In entering into the Contract, Buyer acknowledges that it has not relied on any statement or representation made by or on behalf of Seller which is not set out in the Contract.

11.8 Where any special terms and conditions are agreed in writing between Buyer and Seller, such special conditions shall apply equally with these conditions. In the event of any inconsistency, the former shall take precedence.

11.9 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of Northern Ireland, and Buyer agrees to submit to the non-exclusive jurisdiction of the courts of Northern Ireland.