- 1. Definitions
- In these conditions
of Sale" the Seller” means
Fortune International Ltd,
“Order Acknowledgement”
means the Seller’s Order
Acknowledgement,” the Buyer”
means the person, firm or
company named as “the Buyer”
in the Order Acknowledgement
and “the goods” means the
goods which are the subject
of the Order Acknowledgement.
The agreements warranties
condition representations
and other terms set out
in the Order Acknowledgement
and in these Conditions
are together referred to
in these Conditions as “the
Agreement for Sale”
- 2. The Agreement
- These conditions shall
be deemed to be incorporated
in all agreements from time
to time entered into between
the Seller and the Buyer
which provide for the sale
of any goods by the seller
to the buyer. These conditions
shall apply in place of
and prevail over any terms
or conditions contained
or referred to in the Buyer’s
order or in correspondence
or elsewhere or implied
by trade custom, practice
or course of dealing unless
specifically agreed to in
writing by the Seller and
any purported provisions
to the contrary are hereby
excluded. The agreement
for sale represents the
complete agreement between
the Seller and the Buyer
with regard to the goods
and contains all agreements,
warranties, conditions,
representations and other
terms agreed, made or relied
upon by the either party
in connection with the Goods.
No amended or addition to
the agreement for Sale shall
be binding on the Seller
unless agreed in writing
(by and authorized representative
of the Seller)
- 3. Offers and Supply
of Information
-
- 3.1
The Seller’s price lists
and quotation do not
constitute offers made
by the Seller (unless
they are expressed to
be fixed quotations
remaining open for a
specified period) and
the Seller reserves
the right to withdraw
or revise the same at
any time prior to the
Order Acknowledgement.
- 3.2
No, Offer, obligation
or agreement relating
to the sale of the goods
is binding on the Seller
unless set out in the
Agreement for Sale or
in am amendment or addition
thereto duly agreed
in writing to the Seller.
- 4. Price
-
- 4.1
The prices for the Goods
shall be as set out
in the Order Acknowledgement,
subject as hereafter
provided
- 4.2
The Seller reserves
the right by written
notice given to the
Buyer before Delivery
of the goods to vary
the price of the Goods
to take into account
increases in costs including
without limitation)
the costs of any material,
carriage, labor or overheads,
the increase or imposition
of any tax, duty or
other levy and any variation
in exchange rates.
- 4.3
The buyer shall have
right with in seven
days of any notice of
variation of the price
of any of the goods
to cancel the agreement
for sale by written
notice given to the
seller.
- 5. Custom Duties and
Taxes.
- All customs and excise
duties, import or export
duties and all other taxes,
tariffs and surcharges of
any nature what so ever
now or here after levied
or imports in any country
or territory, either directly
or indirectly in respect
of the sale, supply, delivery
or use of the goods or payment
for them or upon freight
or other charges will be
borne by the buyer and except
as stated in the order acknowledgement
are additional to the prices
there in stated.
- 6. Payment Terms
-
- 6.1
Except as otherwise
specified in the order
acknowledgement or in
this condition payment
for the goods shall
be due in full with
in 30 days of the delivery
of the goods.
- 6.2
Incase of any export
sale payment of the
price of the goods shall
be effected in Advance
in to our bank account.
- 6.3
In the event of any
payment becoming overdue
(and without prejudice
to any other right the
seller may have) the
seller shall be entitled
to charge interest at
the rate of 24% per
annum.
- 6.4
The seller reserve the
right to suspend delivery
or to cancel any allowance
or further credit or
require full or partial
payment of the price
of the goods prior to
delivery or the provision
of security for payment
by the buyer in form
acceptable to the seller,
if the seller at his
discreation at any time
considers the financial
circumstance of the
buyer have ceased to
justified the terms
allowed or if the buyer
or any associate company
there off is in default
of any contract with
the seller.
- 7. Delivery
-
- 7.1
Unless and otherwise
expressly provided in
the order acknowledgement,
all sales are ex works
(Inco terms 1990) and
delivered the goods
to the carrier shall
constitute delivery
to the buyer and from
the point in time immediately
proceeding loading goods,
shall be at the buyers
risks.
- 7.2
Where the order acknowledgement
provides that the goods
are sold on CIF or FOB
or on the basis of any
other international
trade terms, listed
by international chamber
of commerce in Inco
terms, 1990, the meaning
of such terms shall
be as set out in Inco
terms 1990 as revised
from time to time save
where inconsistent with
the provisions contained
in these conditions.
Section 32(3) of the
sale of goods act 1979
shall not apply to the
agreement of sale.
- 7.3
Any period or date for
delivery stated in the
agreement for sale is
intended as an estimate
only and is not an contractual
commitment. The seller
should not be liable
for any damages or losses
arising out of delay.
- 7.4
If the buyer refuses
or fails to take delivery
of the goods tendered
in accordance with the
agreement for sale or
fails to take any action
necessary on its part
of delivery or shipment
of the goods, the seller
shall be entitled to
terminate the agreement
of sale with immediate
effect to dispose of
the goods as the seller
may determined and to
recover from the buyer
any loss or additional
cost as incurred as
a result of such refusal
or failure and in any
event to retain any
payment made prior to
such refusal or failure.
- 7.5
If the buyer requests
postponement of delivery
beyond the estimated
delivery date and seller
agrees to such postponement
the seller at its options
excisable by notice
to the buyer treat the
risk as having past
to the buyer and store
the goods at buyers
expense (but without
any liability).
- 7.6
At the request of the
Buyer, the seller shall
as agent for the buyer
arrange for carriage
and transport insurance
to the destination specified
in the buyers order
on such terms as to
carriage and insurance
as a seller considers
appropriate, unless
the buyers specifies
other wise, and the
seller shall invoice
the buyer all carriage
and insurance cost incurred,
section 32(2) of the
sale of goods act 1979
shall not apply to the
agreement of sale.
- 8. Installment Deliveries
- The seller may deliver
the goods in one or more
installments. Where delivery
is effected by installment,
each installment shall be
treated as a separate contract.
Failure by the seller to
make any delivery or part
delivery in accordance with
the agreement for sale or
any claim by the buyer in
respect of such delivery
or part delivery shall not
entitled the buyer to reject
the balance of the goods
agreed to be purchased by
the buyer.
- 9. Quantities
- All goods sold by the
seller shall be subject
to reasonable commercial
variations other than where
specifically agreed to the
contrary by the seller in
writing and the seller shall
have right to bill for the
quantity of goods actually
dispatched.
- 10. Passing of property
-
- 10.1
The goods shall remain
the property of seller
as legal and equitable
owner and no property
in or title to the goods
shall pass to the buyer
until their full price
have been duly paid
to the seller together
with the full price
of any goods the subject
of any other contract
with the seller. Until
payment in full, the
buyer shall store the
goods in such a way
as to unable them to
be identified as a property
of the seller shall
not sale or encumber
the goods in any way.
Failure to pay the price
for the goods and that
of such other goods
referred to the above
when due shall, without
prejudice to any other
remedies the seller
may have, entitle the
seller to repossess
the goods or so much
there of as the seller
may determined from
any premises where they
may be. For the purpose
of repossessing the
goods or any part there
off the buyer hereby
grants an irrevocable
license to the seller,
its employees or agents
to enter upon such premises
and the buyer shall
pay the seller the cost
of removal and transport
of the goods or any
part there off.
- 10.2
The buyer may process
or incorporate the goods
in or with any other
product provided that
any new product manufactured
or containing the goods
shall become the sole
and exclusive property
of the seller and shall
be separately stored
and marked so as to
be identifiable as being
manufactured or as containing
the goods which are
the property of the
seller.
- 10.3
Notwithstanding the
provision of this condition
10 the seller shall
be entitled to bring
an action against the
buyer for the price
of the goods in the
even of non payment
by the buyer by the
due date as if the property
in the goods had already
passed to the buyer
or shall have the right
by notice in writing
to the buyer at any
time after the agreed
delivery date to pass
the property in the
goods to the buyer as
from the date of such
notice.
- 11. Statutory liability
- Nothing in this conditions
shall be interpreted as
excluding or restricting
any legal liability of the
seller for death or personal
injury resulting from the
negligence of the seller,
its employees, agents or
subcontractor or restricting
any of the seller’s legal
obligations arising under
the section 12 of the sale
of goods act 1979 or under
the consumer protection
act 1987
- 12. Right of Inspection
-
- 12.1
The Buyer shall have
the right to inspect
the goods at any reasonable
time prior to delivery
in order to ascertain
the quality and condition
thereof. The buyer shall
provide the seller with
not less than 24 hours
prior notice of its
intention to exercise
its rights under this
condition 12.
- 12.2
The Goods contain used
and soiled materials
and the buyer is at
liberty to inspect the
same prior to delivery.
The goods are therefore
sold as seen with faults
and imperfections and
without prejudice the
generality of the foregoing
(irrespective of whether
the buyer has exercised
its right to inspect
the goods) all conditions,
warranties, terms, undertaking
and obligations implied
by statue, common law,
customs, trade usage
or otherwise (including
without prejudice to
the generality of the
foregoing any implied
condition, warranty
or undertaking as to
correspondence of the
goods with any description
given or sample supplied,
merchantable quality
or fitness any particular
purpose) are hereby
wholly excluded.
- 13. Limitation of Damages
-
- 13.1
The Seller shall be
under no liability to
the buyer for any damages
or losses, direct or
indirect, resulting
from defects in materials
or from any act or default
of the seller, whether
negligent or otherwise.
- 13.2
The Seller shall have
no liability for any
indirect or consequential
losses or expenses suffered
by the Buyer, However
caused, including but
not limited to loss
of anticipated profits,
goodwill, reputation,
business receipts or
contracts or losses
or expenses resulting
from third party claims.
- 13.3
Subject to Condition
11 the seller’s aggregate
liability to the buyer
whether for negligence,
breach of contract,
misrepresentation or
otherwise shall in no
circumstances exceed
the cost of the goods
which give rise to such
liability in respect
of any occurrence or
series of occurrences.
- 14. Insurance
- The Price of the goods
in determined on the basis
of the limits of liability
set out in these conditions
of sale. The Buyer may prior
to the agreement for sale
coming into being by written
notice to the seller request
the seller to agree a higher
limit of liability (provided
insurance cover can be obtained
therefore) in return for
a higher price for the goods.
- 15. Force Majeure
-
- 15.1
The seller shall have
no liability in respect
of any failure or delay
in fulfilling any of
the seller’s obligations
to the extent that fulfillment
thereof is prevented,
impeded and/or delayed
or rendered uneconomic
as a consequence of
any circumstance or
event beyond the seller’s
reasonable control including
without prejudice to
the generality of the
foregoing:-
- 15.1.1
Compliance with any
order, regulation, request
or control of any national
or local authority,
government department
or other competent authority
of any country whether
of not legally enforceable:
or
- 15.1.2
Any strikes, lock-outs
or trade disputes whether
involving the sellers
employees or other,
fire explosion, accident,
breakdown of plant or
machinery, calamity
or civil disturbance,
action of the elements,
national calamity, war,
riot or act of God.
- 15.2
The Seller undertakes
however to make every
reasonable Endeavour
with in its power to
overcome difficulties
arising in connection
therewith but in the
event of shortages of
the events or circumstances
referred to in condition
15.1 ., the seller reserves
the right to allocate
as it may think fit
the goods available
and resources between
customers with whom
it has contractual obligations
in respect thereof and
shall not be obliged
to purchase the goods
from third parties to
make good such shortages.
- 15.3
In the event of any
deliveries by the seller
being delayed on account
of any of the foregoing
the period for delivery
shall be correspondingly
extended provided that
if deliveries are delayed
for six months or more
the seller may at its
option, exercisable
by notice in writing
to buyer, either terminate
the agreement for sale
or elect not to deliver
any undelivered goods
without liability in
either case. Save that
the seller shall in
such event refund an
equitable proportion
of the price/advance
payment for the goods
without interest.
- 16. Packaging
- The Buyer shall meet
the cost of any special
packaging requested by the
Buyer or any packaging rendered
necessary by delivery by
any means other than the
seller’s normal means of
delivery.
- 17. Licenses
- If any license or consent
of any government or other
authority shall be required
for the acquisition, importation,
carriage, storage or use
of the goods by the buyer,
the buyer shall obtain the
same at its own expense
and if necessary produce
evidence of the same to
the seller on demand. Failure
to do so shall not entitle
the buyer to withhold or
delay payment of the price.
- 18. Assignment
- The Buyer shall not
assign or otherwise transfer
all or any of its rights,
interest or obligations
under the agreement for
sale without the prior written
consent of the seller, Any
or all of the seller’s right
or obligations under agreement
for sale contract may be
assigned by the seller and
the buyer shall not assert
against an assignee any
defence (other than actual
payment) set off or counterclaim
which the buyer may have
against the seller.
- 19. Waiver
- The rights of the seller
shall not be prejudiced
or restricted by any indulgence
or forbearance extended
to the buyer and no waiver
of any breach shall operate
as a waiver of any subsequent
breach.
- 20. Heading
- The heading of these
conditions of sale do not
form part of the conditions
and shall not affect the
interpretation thereof.
- 21. Severability
- If any losses of these
conditions of sale or any
part is held to be invalid
for any purpose it shall
for that purpose be deemed
to have been omitted but
shall not prejudice the
effectiveness of the rest
of these conditions of sale.
- 22. Notices
- Any notice hereunder
shall be deemed to have
been given if delivered
by hand or sent by prepaid
first class post or fax
or email (confirmation by
telephone and followed by
notice by registered post)
to the party concerned at
its last known address and
deemed to have been received
on the date of dispatch,
if delivered by hand or
send by facsimile and on
the third day after posting,
if sent by post.
- 23. English Law and
Jurisdiction
- The formation, construction
and performance of the agreement
for sale shall be governed
in all respects by English
Law and all Disputes shall
be submitted to the court
of England, the parties
expressly consenting to
the exclusive jurisdiction
of such courts.
