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1. GENERAL
(i) These Conditions shall govern all transactions into which ISHICO enters with its Customers.
(ii) In these Conditions:ISHICO shall mean ISHICO and any of its subsidiary or associated companies;
Customer shall mean the other party to any quotation, offer, Order or contract with or by ISHICO;
Goods shall mean products manufactured or sold or services performed by ISHICO, or by the Customer;
Invoice shall mean the document despatched to the Customer requiring payment and containing specifically or by inference these Conditions;
Proforma Invoice shall mean an Invoice sent by ISHICO to the Customer requiring payment to ISHICO before despatch of the Goods;
Order shall mean the Goods requested by the Customer either by telephone, telex, telecopier or electronic mail or by post on the Customers official Order form or company letterhead;
Delivery Note shall mean the document accompanying the Goods in their despatch and delivery from ISHICO, by ISHICO vehicle to the Customer and on which the Customer signs for receipt of Goods on delivery to him and which is then returned to ISHICO;
Advice Note shall mean the document accompanying the Goods in their despatch and delivery from ISHICO to the Customer either by ISHICO vehicle, post or carrier, and on which ISHICO lists the Goods despatched against the Customers Order;
Incoterms shall mean the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract between ISHICO and the Customer is made;
ISHICO Proprietary Product shall mean products bearing the MICROMARK or other ISHICO trade mark and products manufactured by or on behalf of ISHICO for the Customer and bearing the Customers trade mark or brand name.
(iii) No conditions or stipulations in or attached to any form of Order submitted by the Customer, or otherwise sought to be imposed by the Customer, and which are inconsistent with these Conditions or which purport to add to or modify them in any way shall have any effect.
(iv) No person in the employment of ISHICO or acting or purporting to act as an agent of ISHICO has the authority to accept Orders or supply Goods on any conditions other than these Conditions or to vary these Conditions in any way whatsoever, except by written agreement between the Customer and the Managing Director of ISHICO.
(v) No previous dealings or course of conduct between ISHICO and any Customer shall vary or replace or prevail over these Conditions in any circumstances.
(vi) No waiver by ISHICO of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(vii) Any notice required or permitted to be given by either party to the other shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time be notified pursuant to this provision to the party giving notice, or by facsimile at the facsimile numbers of each party as may be notified by either party from time to time.
(viii) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
(ix) Nothing in these conditions or in the terms and conditions of any contract entered into by ISHICO with any of its Customers shall confer or purport to confer on any third party any benefit or right (including a right to enforce any of these Conditions or any term or condition of such a contract) which would otherwise be available under the provisions of the Contracts (Rights of Third Parties) Act 1999.
2. PRICES AND QUOTATIONS
(i) All prices listed on the website of ISHICO, are correct at the time of publishing onto the web. ISHICO will make all reasonable endeavours to ensure that Goods are available at these prices. ISHICO cannot be held responsible if supplies are unobtainable or otherwise unsaleable.
(ii) All quotations are made at current prices listed in the current editions of the ISHICO website but such quotations are subject to alteration in accordance with prices current at the time of despatch of the Goods.
(iii) The prices quoted on Proforma Invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the Invoice was raised.
(iv) All prices quoted on Invoices including Proforma Invoices are subject to the addition of Value Added Tax at the rate current at the time of despatch.
3. PAYMENT AND SETTLEMENT TERMS
(i) Customers who wish to open credit facilities shall apply in writing to ISHICO quoting the credit limit required and the names and addresses of three current commercial references and one Bankers reference.
(ii) ISHICO retains the right to decline any application for credit facilities without giving any reason.
(iii) Credit accounts are subject to settlement by the Customer within one calendar month of the date of the Customer’s monthly statement.
(iv) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to ISHICO, all sums owed to ISHICO by the Customer, whether on any account whatsoever or otherwise, shall immediately become due and payable in full and ISHICO shall be entitled to :
(a) cancel the contract or suspend any further deliveries to the Customer ;
(b) appropriate any payment made by the Customer to such of the Goods (or Goods supplied under any other contract between ISHICO and the Customer) as ISHICO may think fit (notwithstanding any purported appropriation by the Customer) ; and
(c) charge the Customer interest (both before and after any judgment) on the amount unpaid at such rate as may be permitted by law from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
(v) If the Customer has no credit account, ISHICO will accept payment from the Customer by cash (or in the case of United Kingdom Customers only, cheque, Company Barclaycard, or Visa/Mastercard), bankers draft, or letter of credit, and the Customer shall (unless otherwise agreed by ISHICO) pay the price of the Goods (without any deduction) on collection of the Goods from the BRIDISCO or if the Goods are delivered by ISHICO, within seven days of the date of the ISHICO invoice.
(vi)The time for payment of the price shall be of the essence of the contract and ISHICO shall be entitled to sue for the price of the Goods, notwithstanding that delivery may not have taken place or that the property in the Goods has not passed to the Customer.
(vii) Cheques should be made payable to ISHICO.
(viii) Where a cheque is offered by the Customer in payment for Goods, ISHICO reserves the right to delay the despatch of the Goods pending the clearance of that cheque.
(ix) ISHICO does not give any discount for prompt or early payment of Invoices or monthly statements.
(x) The Customer shall not withold payment on account of any claim the Customer may have against ISHICO.
4. RETENTION OF TITLE
(i) The Customer acknowledges that before entering into an agreement for the purchase of any Goods from ISHICO he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or, being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver, or liquidator, to petition for winding-up of the company or exercise any other rights over or against the company’s assets.
(ii) Goods the subject of any agreement by ISHICO to sell, (which expression means, without limitation, any Order) shall be at the risk of the Customer as soon as they are delivered by ISHICO to his vehicles or his premises on his instructions, and the Customer shall insure such Goods against loss and damage naming ISHICO as loss payee and shall produce to ISHICO evidence of such insurance on request.
(iii) Such Goods shall remain the sole and absolute property of ISHICO as legal and equitable owner until such time as the Customer shall have paid to ISHICO the agreed price together with the full price of any other Goods the subject of any other contract with ISHICO, and ISHICO may reclaim such Goods as soon as the payment for them becomes overdue, without having to rescind the contract with the Customer.
(iv) In order to protect ISHICOs interest in Goods for which payment in full has not been received, the Customer shall, if called upon so to do, register a charge in favour of ISHICO on such Goods or a floating charge in favour of ISHICO on the Customers business.
(v) The Customer acknowledges that he is in possession of Goods solely as bailee for ISHICO until such time as the full price thereof is paid to ISHICO together with the full price of any other Goods the subject of any other contract with ISHICO.
(vi) Until such time as the Customer becomes the owner of the Goods, he will store them on his premises separately from his own Goods or those of any other person and identify them by suitable marking or labelling as the Goods of ISHICO and will take all necessary steps to fully protect the interest of ISHICO in such Goods.
(vii) The Customer’s right to possession of Goods for which payment in full has not been received shall cease in the event of his insolvency. ISHICO may, in such event, stop the Goods in transit after parting with possession of them or, for the purpose of recovery of its Goods, enter upon any premises where they are stored or where they are reasonably thought to be stored and may re-possess the same.
(viii) The Customer shall not cause or permit any of ISHICOs Goods to be incorporated in or affixed to any building until the Customer has paid ISHICO in full for all such Goods.
(ix) Until such time as the Customer becomes the owner of the Goods and subject to the terms hereof, the Customer is licensed by ISHICO to process the said Goods in such fashion as he may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other article or item whatsoever containing any part of the said Goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods which are the property of ISHICO.
(x) If Goods which are the property of ISHICO are admixed with Goods which are the property of the Customer or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of ISHICO. If Goods which are the property of any person other than the Customer are processed with or incorporated therein the product thereof shall become or shall be deemed to be owned by ISHICO in common with that other person.
(xi) There shall be no sale by the Customer of any of ISHICOs Goods or any interest therein in any Goods produced with or from ISHICOs Goods as described in clauses (viii) and (ix) unless:
(a) it is a bona fida sale to an independent party affected in the normal course of business it being agreed that in exercising such power of sale the Customer shall (as between the Customer and ISHICO) effect such sale as agent for ISHICO. If such sale by the Customer is on credit, the Customer shall inform such independent party that the Goods remain ISHICOs property until the price thereof has been fully paid to ISHICO, and the Customer shall be deemed to have assigned his claim against such independent party to ISHICO to the value of the price not yet paid to ISHICO.
(b) the Customer agrees to indemnify ISHICO for any liability incurred by ISHICO as principal.
(c) the Customer shall forthwith on receipt of the entire proceeds of such sale (`the proceeds’) account to ISHICO for the price payable to ISHICO for such Goods of ISHICO and any other costs of carriage, insurance or other costs borne by ISHICO in respect thereof.
(d) the Customer shall, until receipt by ISHICO of the proceeds, hold the proceeds in trust for ISHICO and pay the proceeds into a bank account in the name of ISHICO and the Customer shall not credit any monies other than monies received on the sale of such Goods of ISHICO to such account or draw on such account except for the purpose of paying ISHICO the price payable as described in subclause (c) above and no other funds shall be credited to such account. The interest accrued to such account shall be paid to ISHICO.
(e) if the Customer has not received the proceeds he shall, if called upon so to do by ISHICO, within seven days thereof, assign to ISHICO all rights against the person or persons to whom he has supplied any product, article or item made from or with ISHICOs Goods.
5. CARRIAGE AND DELIVERY
(i) ISHICO reserves the right to charge carriage on deliveries as appropriate.
(ii) Delivery dates are given in good faith by ISHICO to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the times stated in any communication by and on behalf of ISHICO.
(iii) Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by ISHICO to delivery any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
(iv) No liability for direct or consequential loss or damage arising from delay in delivery of the Goods, including without prejudice to the generality of the foregoing any delays due to an Act of God, war, civil disturbance, strikes, lock-outs, or any act outside ISHICOs control, will be accepted.
(v) The Customer shall:
(a) check all Goods delivered by or on behalf of ISHICO and sign the Delivery Note for the Goods at the time of delivery;
(b) mark any discrepancies between Goods Ordered and Goods delivered on the Delivery Note prior to signing; and
(c) refuse any Goods found to be damaged and mark the Delivery Note accordingly.
(vi) Any claims over damaged Goods or discrepancies between the Goods listed on the Advice Note and the Goods delivered to the Customer must be submitted to ISHICO with full particulars of the Order, the Delivery Note, the Advice Note, and other relevant information in writing within two days of delivery, failing which ISHICO cannot accept liability. The submission of a claim within this time limit does not necessarily mean that ISHICO will accept liability in relation to such claim. A Delivery Note signed unexamined is not sufficient to uphold a claim.
(viii) ISHICO shall not be liable for any loss resulting from the Customers failure to comply with the requirements, conditions or regulations of the Post Office or an independent carrier appointed to transport the Goods.
6. GUARANTEES, WARRANTIES AND LIMITATION OF LIABILITY
(i) Except as otherwise provided under these Conditions, ISHICO gives no guarantee or warranty in respect of Goods supplied by ISHICO in addition to that given by the manufacturer of such Goods, and accepts no liability and gives no warranty in relation to defects in such Goods, and in particular, but without prejudice to the generality of the foregoing, ISHICO does not accept any liability in respect of fitness for purpose, quality or merchantibility of such Goods, whether express or implied, statutory or otherwise. The term “satisfactory quality” implied under the Sale and Supply of Goods Act 1994 in contracts for the sale of goods shall be expressly excluded from all such contracts which ISHICO enters into with its Customers.
(ii) ISHICO will within its absolute discretion repair or replace any ISHICO Proprietary Product (or refund the purchase price thereof) which is defective in materials or workmanship at the time of delivery, provided that:
(a) such defect would not have been apparent on inspection, and;
(b) notice has been given of such defect within 14 days of the date by which the purchaser could first reasonably have ascertained that such defects existed and within two calendar months after delivery; and
(c) the Customer or end-user has not dealt with the goods in such a way as to render their condtion worse that when they were delivered.
(iii) All descriptions, weights and dimensions issued by ISHICO are approximate only and are intended only to present to indending Customers a general description of the Goods to which they refer, and no warranties or representations are given or should be inferred therefrom.
(iv) Variations of colour, finish, materials and all other aspects of appearance may occur from time to time in ISHICO Proprietary Product either through unavailability of materials or due to ISHICOs policy of continuing product development.
(v) ISHICO does not accept liability for failure to comply with any standards or regulations required by law (the Legal Requirements) in respect of Goods supplied by ISHICO or for indirect or consequential loss or damage arising from such Goods.
(vi) Without prejudice to the operation of any other Conditions herein any liability of ISHICO in respect of any defective ISHICO Proprietary Product shall be limited to, and not exceed a sum equal to the purchase price of that part of the Goods in respect of which the defect has occurred.
(vii) The Customer who purchases ISHICO Proprietary Product warrants that the Goods will not be sold or distributed or otherwise dealt with unless he has first applied to the Goods such protective or other packaging and all such warnings, notices, statements or markings, and taking all such other precautions of whatsoever nature required by the Legal Requirements or necessary and appropriate to preclude the making of any legal claim or prosecution on the grounds of absence of the Legal Requirements by any person who may use or consume or be affected by the Goods. The Customer shall indemnify ISHICO against all claims, proceedings, costs or expenses which ISHICO may sustain by reason of any breach of this warranty by the Customer.
7. ORDERS
(i) ISHICO trading policy is only to supply bona fide trade Customers against official Customer Orders. The proper control and authorisation of official Orders is deemed to be the responsibility of the Customer. ISHICO cannot accept any liability for either the incorrect use or abuse of Customer official Orders.
(ii) ISHICO reserves the right, at any time and without explanation, to:
(a) refuse to accept an Order.
(b) cancel an Order.
(c) suspend deliveries against an Order whether or not an account is in arrears.
(d) refuse cancellation of an Order.
(e) cancel unexecuted instalments of an Order.
(iii) No variation of an Order will be recognised unless otherwise agreed by ISHICO in writing.
(iv) Written confirmation from a Customer or any Order made by him by telephone must be received by ISHICO within three days of the telephone call, and must be clearly marked as confirmation of such Order, otherwise ISHICO cannot be responsible for duplication of the Order.
(v) ISHICO retains the right to levy a handling charge, equal to 20% of the contract price, where a Customer cancels an Order.
(vi) When a Customer requests modifications to a standard ISHICO Proprietary Product, or requests that a new product be produced under any brand name, then the following terms apply in addition to all the rest of these conditions:
(a) the Customer will submit detailed specifications of the modifications or new product required.
(b) ISHICO will manufacture the new or amended product using reasonable care but shall not be liable in respect of any defect in any such product.
(c) the Customer will indemnify ISHICO from and against all costs, claims, losses or damages whatsoever arising by virtue of any defect in any such product save where such a defect is directly attributable to ISHICOs manufacture without reasonable care.
(d) the Customer warrants that it is the owner of the brand name under which the new product is produced or is duly licensed and authorised to use such brand name and will indemnify ISHICO against all and any loss, costs, claims and expenses arising from the use of such brand name.
(vii) Where Goods are supplied at the Customers Order specially from ISHICOs own or supplier’s works, ISHICO will require a non-refundable deposit from the Customer and ISHICO will only accept such Order on the understanding that under no circumstances will such Order be cancelled by the Customer. ISHICO reserves the right to pass on to the Customer any carriage charges incurred by ISHICO in obtaining a special Order from ISHICOs own or suppliers works.
8. RETURNS
(i) No Goods may be returned by a Customer without ISHICOs prior consent.
(ii) Goods returned for credit must be accompanied by an Advice Note quoting the number of ISHICOs Invoice against which the Goods were originally supplied, and the reason for return.
(iii) If items are returned for no good reason ISHICO will make a re-stocking or handling charge to the Customer.
(iv) No liability can be accepted for loss of or damage to Goods returned by the Customer without ISHICOs prior consent.
(v) If there is any discrepancy between Goods advised as returned and the actual Goods received, ISHICO will only credit the Goods actually received.
(vi) Boxes, cases and pallets that have been charged to the Customer will be credited in full when returned to ISHICOs despatching depot in good condition, carriage paid, within fourteen days from the date of ISHICOs Invoice. Drums will be charged according to manufacturers’ schedules.
9. COPYRIGHT
The copyright and all other intellectual property rights in all articles, lists, drawings, descriptions and other information produced by ISHICO shall remain the property of ISHICO.
10. CONFIDENTIALITY
ISHICO and the Customer each agree to keep confidential all information relating to the business, policies, accounts, activities of whatever nature, of the other, where such knowledge is received in the course of transactions between the parties. Neither party shall divulge to any third party any information whatsoever relating to the other party, save only where such information is required by an employee or agent for the purposes of carrying out the obligations under these Conditions of Sale.
11. DATA PROTECTION ACT 1998
We will monitor and record information relating to your trade credit performance and such records will be made available to other organisations to assess applications for credit.
12. LAW
These Conditions are subject to and shall be construed in accordance with English law, and the parties submit to the non-exclusive jurisdiction of the English courts.
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