1.1. The definitions and rules of interpretation in this condition shall apply in these conditions.
1.2. Company: the person, firm or company who sells the Products to Buyer (THE BLACK ARTS PRODUCTION COMPANY LIMITED) Conditions: these terms and conditions of sale. Contract: any contract between the Company and the Buyer for the sale and purchase of the Products which shall incorporate these conditions. Contract Price: the price as set out in condition 6. Delivery Point: the place where delivery of the Products is to take place under condition 3. Products: any products agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; words in the singular include the plural and in the plural include the singular; a reference to one gender includes a reference to the other gender and condition headings do not affect the interpretation of these conditions.
2. Application of Terms
2.1. The Contract shall be on these Conditions together with all other terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document. All such terms and conditions shall be deemed conditions hereunder.
2.2. All terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification, catalogue or other document shall form part of the Contract whether or not as a result of such document being referred to in the Contract. All samples, drawings, descriptive matter, specifications and prototypes issued by the Buyer shalll form part of the Contract unless otherwise specified herein.
2.3. These Conditions apply to all sales by the Company to the Buyer and any variation to these Conditions.
2.4. Each order or acceptance of a quotation for Products (whether set out in the Company’s catalogue or otherwise) by the Buyer shall be deemed to be an offer by the Buyer to buy Products from the Company subject to these Conditions.
2.5. Only orders placed by the Buyer shall be deemed to be accepted by the Company when the Buyer shall have submitted a signed purchase order and a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Products to the Buyer according to the order concerned .
2.6. The Company shall ensure that the terms of its acceptance of order and any applicable specification are complete and accurate.
3.1. Unless otherwise agreed in writing by the Company, delivery of the Products shall take place at the earlier of the following (i) despatch from the Company’s place of business to the Buyer at its principal place of business or such other address to be notified to the Company for that purpose; (ii) collection of the Products by the Buyer from the Company’s premises
3.2. Any dates specified by the parties for delivery of the Products are intended to be accurate and time for delivery shall be of the essence. If no dates are so specified, delivery shall be within a reasonable time. Delivery shall only be deemed to have taken place where receipted in writing by a duly authorised representative of the Buyer .
4 Evidence of quantity
4.1 The quantity of any consignment of Products as recorded by the Buyer in its signed Purchase order shall be conclusive evidence of the quantity ordered by the Buyer unless the Company can provide conclusive evidence proving the contrary.
4.2 The Company shall be liable for any non-receipt of Products whereupon the Buyer shall endeavour to give written notice to the Company of the non-receipt within 14 days of the date when the Products would in the ordinary course of events have been received.
4.3 Any liability of the Company for non-receipt of the Products shall include replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products and or damages at the election of the Buyer.
5.1 The Products are at the risk of the Buyer from the time of delivery.
5.2 Ownership of the Products shall pass to the Buyer on signature of the contract between the parties.
5.3 On termination of the Contract, howsoever caused, the Buyer’s rights contained in this condition shall remain in effect.
6. Price and Payment
6.1 The price for the Products shall be the amount stated in the Buyer’s Purchase Order for the purchase the Products, whether by acceptance of a quotation or otherwise, once the offer has been accepted by the Company.
6.2 The price for the Products shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Products unless otherwise agreed by the parties.
6.3 Payment of the price for the Products is due in pounds sterling (or such other currency as the parties shall agree for this purpose) 90 days following the month in which the Products are delivered or deemed to be delivered.
6.4 Time for payment shall not be of the essence.
7. Quality and Defects
7.1 The Products shall be of the best available design, of the best quality,material and workmanship, be without fault and conform in all respects with the Order and specification and/or patterns supplied to or advised to the Company by the Buyer or in conformity with approved samples or prototypes
7.2 The Buyers’s rights under these conditions are in addition to the statutory conditions implied in favour of the Buyer by the Sale of Goods Act 1979.
7.3 At any time prior to delivery of the Products by the Company the Buyer shall have the right to inspect and test the Goods at all times.
7.4 If the results of such inspection or testing cause the Buyer to be of the opinion that the Products do not conform or are unlikely to conform with the Order or to any specifications and/or patterns, prototypes , samples approved by the Buyer , the Buyer shall inform the Company and the Company shall immediately take such action as is necessary to ensure conformity and in addition the Buyer shall have the right to require and witness further testing