Page 125 - Retail Guide
P. 125

10. Defects, Damage, Loss or Non Delivery of Goods
The Buyer shall inspect the Goods on delivery and shall within 48 hours
of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and floor from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
11. Design Copyright, Confidentiality and Patent
a) The Buyer hereby acknowledges that the copyright in all documents (including drawings) supplied by the Seller to the Buyer and the design copyright in all Goods manufactured by the Seller shall vest in the Seller. In no circumstances whatsoever shall such documents or their contents be used for any purpose other than for which they were supplied.
b) In the absence of any agreement in writing to the contrary the Seller shall retain all rights in any patent, copyright or other intellectual property
rights subsisting in any invention, drawing or design made wholly or
partly by an employee, agent or persons empowered by the Seller to carry out such duties.
c) Where the Seller supplies Goods in accordance with the specification furnished by the Buyer, the Buyer by entering into this contract impliedly warrants that such designs or instructions do not infringe or shall not be such as will cause the Seller to infringe any patent, copyright registered trade mark or other intellectual property right in the performance of this contract and in the event of any alleged infringement, the Buyer shall fully indemnify the Seller against any action, claim, damages, demand, costs, charges and expenses arising therefrom or incurred thereby.
14. Guarantee and Limitation of Liability
a) Subject to condition 10, the Seller agrees that it will at its own
expense report or replace (at its discretion) any of the Goods that are shown within 14 days of delivery to the Buyer to be defective in material or workmanship.
b) The Seller makes no other representations or warranties in relation to the Goods.
c) All other condition express or implied statutory or otherwise are hereby expressly excluded and (to the extent that it is permitted by law) the Seller hereby excludes its liability for any loss or damage.
d)The Seller accepts no responsibility for:
i) faults or defects caused by improper installation, alterations,
modification, or reports being carried out by persons other
than the Seller or the Seller’s authorised representative; ii) wear and tear;
iii) operation other that in accordance with procedures
prescribed by Seller.
e) The Seller shall not be liable to the 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 (how so ever caused) which arise out of or in connection with the Contract.
15. lndemnity
The Buyer shall indemnify the Seller against all claims, demands, damages, penalties, costs and expense for which the Seller may become liable by reason of the infringement or alleged infringement of any letters, patents, registered design, trade mark, copyright (including design copyright), or any other industrial property right arising out of the Sellers performance of the contract in accordance with the Buyers specifications.
16. Waiver
No waiver by either party in respect of any breach by the other shall operate as a waiver in respect of any subsequent breach.
17. Severability
Any provisions of these conditions which in any way now or subsequently contravene the law shall be deemed severable and shall not affect any other provisions herein.
18. Governing Law
Any contract of which these conditions form part shall be governed by the laws of England and shall be subject to the exclusive jurisdictions of the English Courts.
19. Notices
Any notices required to be served hereunder shall be deemed to be properly served if sent by prepaid registered or recorded delivery post to the last known address of the party to be served and shall be deemed to be duly served the day following the date of posting.
20. Clause Headings
The clause headings shall not affect the interpretation of these conditions.
d) The Goods are sold subject to the rights of any person whether in
respect of the patent, trademark, registered design, copyright confidential undertaking or similar matter, and the Buyer will in this respect accept such title to the Goods as the Seller may have.
12. Cancellation and Variation
No cancellation or variation of an order by the Buyer shall be effective unless made in writing to the Seller at its Trading office and until accepted in writing by a Director of the Seller. The Seller reserves the right to refuse
to accept such cancellation or variation or to accept same subject to such conditions as the Seller may determine. Acceptance by the Seller shall be subject to payment by the Buyer of such cancellation or variation charges as the Seller shall deem reasonable. Such charges shall take into account expense incurred and commitments made by the Seller and all other losses due to such cancellation or variation.
13. Force Majeure
Should any event occur whether at the Sellers plant or otherwise which
is beyond the control of the Seller as by way of example industrial
action or dispute (including strike or lock out) shortage of materials, act of God, war, fire, flood, drought, breakdown of instructions or lack of instructions from the Buyer and the performance of this contract is prevented or delayed:
i) Without prejudice to its rights in the event of breach of contract by the Buyer, the Seller reserves the right to cancel delivery or other performance of the Sellers obligations under any contract in whole or part and in the event if the Seller exercising such right ,the Sellers liability shall be limited to the repayment to the Buyer (without interest) of any part of the purchase or contract price or charge already received by the Seller and attributed to any unfulfilled and cancelled part of the contract less any expenses incurred by the Seller down to the date of the cancellation in part performance of the contract.
ii) If such prevention of delay continues for, the Buyer may elect to cancel the contract (and if such election is made the Buyer shall be liable to pay to the Seller cancellation charges in accordance with clause 11 of these conditions) or to allow the order to remain on the books of the Seller and to be completed at some later date at an adjusted price to be determined by the Seller.

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