Terms and conditions

Rathburn Chemicals Ltd Terms and Conditions of Sale

1.1 Definitions

“Seller” means Rathburn Chemicals Ltd

“Buyer” means the person/ firm/ company purchasing Goods from the Seller.

“Goods” means products or services which Seller agrees to supply to the Buyer.

The headings in these Conditions are for convenience only and shall not effect their interpretation.

2.1 Orders

No order for Products placed by a buyer (“Buyer”) shall be binding on Seller unless and until accepted by Seller. Seller reserves the right to reject any order for any reason. Once submitted to Seller, an order may not be changed or cancelled by Buyer unless such change or cancellation is expressly agreed to in writing by an authorized representative of Seller. Any such agreement to change or cancel an order may be conditioned upon Buyer paying a change or cancellation charge intended to compensate Seller for costs incurred, including, but not limited to, storage and shipping costs, costs of producing non-standard catalog items, costs incurred in purchasing materials, change or cancellation costs imposed on Seller by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by Buyer.

2.2 If Seller is unable for any reason to fill Buyer’s entire order for Products, Seller may allocate its supply among any or all Buyers on such basis as Seller deems convenient and practical, without liability for any failure of performance which may result from such determination.

2.3 Upon Buyer’s receipt of Products, Buyer shall immediately inspect the same and shall notify Seller in writing within seven (7) days of delivery of any claims for shortages, defects or damages. If Buyer shall fail to so notify Seller within said 7 day period, such goods shall conclusively be deemed to conform to their respective specifications and to have been irrevocably accepted by Buyer. Seller shall not be liable to Buyer for any losses or damages resulting from a late delivery or from Seller’s failure to perform due to any cause beyond Seller’s reasonable control.

2.4 Conforming Products may not be returned for credit except with Seller’s prior agreement, and then only in strict compliance with Seller’s instructions. Any returned items may be subject to a restocking fee to be determined by Seller. Under no circumstances will Seller accept for return any customer special order products or any products that are in a non-saleable condition.

3.1 Payment

For all sales, payment of the full invoices amount (including any VAT) must be made within 30 days of the invoice date.

3.2 The Seller shall be entitled to increase the price to recover any additional costs arising from variation or delay in delivery occasioned by the Purchaser’s instructions. The provisions above shall apply to such additional costs.

4.1 Delivery

Any time or date for delivery given by the Seller is given in good faith but is an estimate only and not binding on the Seller. The Company shall not be liable for any loss suffered by reason of any failure to comply therewith.

4.2 Risk in the goods shall pass to the Buyer upon delivery, that is, on collection from the Seller’s premises, or when posted to an address indicated by the Buyer or when delivered however as requested by the Purchaser.

4.3 Seller will endeavour to ship by the means requested by Buyer but reserves the right to over-ride this in the interests of legal requirements or safety. Additional charges for hazardous packaging and transportation may be added to the invoice.

5.1 Storage

If the Seller shall be unable, through circumstance beyond its control (including without limitation lack of shipping instructions from the Purchaser) to deliver the Goods within 14 days after notification to the Buyer that the Goods are ready for delivery, the Seller shall be entitled to arrange storage on behalf of the Buyer, whereupon delivery shall be deemed to have taken place, all risk in the Goods shall pass to the Purchaser and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the Goods for the purposes of Condition 4. All notifiable charges incurred by the Seller for storage or insurance shall be paid by the Buyer within 14 days of submission of an invoice.

6.1 Liabilities and Warranties

The Seller warrants that the goods are as described. Save as aforesaid all other conditions, guarantees or warranties whether expressed or implied by statute, common law or otherwise are hereby excluded, except to the extent that such exclusion is prevented by law.

6.2 The application, use and processing of the goods is the absolute responsibility of the Buyer and the Buyer shall be deemed to have carried out its own tests to ensure the suitability of the goods for their intended purposes and application.

6.3 Neither party excludes or limits liability to the other party for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation nor where liability cannot be excluded or limited as a matter of law (including but not limited to breach of any obligations implied by Section 12 Sale of Goods Act 1979 (as amended) or Section 2 Supply of Goods and Services Act 1982).

6.4 Subject to the provisions of condition 10(b) above, all representations, warranties, and conditions whether implied by statute or otherwise are excluded from this Agreement to the fullest extent permitted by law.

6.5 Subject to conditions 6.3 and 6.4 above the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the greater of the price of the Goods under the order which has given rise to the claim or such sum as the Seller can reasonably recover from its insurers under any relevant policy of insurance that it has in force; and the Seller shall not be liable to the Buyer for:

(i) any indirect or consequential loss or damage; or

(ii) any direct loss of profit, loss of business, depletion of good-will or otherwise, or

(iii) any costs, (including but not limited to legal costs, expenses or other claims for consequential compensation whatsoever and howsoever caused which arises out of or in connection with the Contract.

7.1 Force Majeure

The Company shall not be liable for any failure in the performance of the contract due to war, strike, lockout, or other trade dispute, fire, floods, explosions or shortage of raw materials or due to any other cause whatsoever beyond the control of the company.

8.1 Returns and cancellations

The Seller may cancel orders for products no longer available to the Seller without any liability to the Purchaser.

8.2 If the Buyer cancels an Order or part of an Order for whatever reason the Seller reserves the right to charge for the Order in full unless cancellation is given in writing at least 14 days before the estimate delivery date and in any event for cost incurred by the Seller in relation to the order.

8.3 If the Buyer fails to accept delivery of the Order or fails to pay for goods previously supplied the Seller may suspend further deliveries and cancel further Orders at its sole discretion.

8.4 The Seller reserves the right not to amend or cancel any contracts or orders once the Goods have been despatched or the Services have been completed. In the event that the Seller agrees to such an amendment or cancellation, the Seller is entitled to claim from the Buyer any undue expenses incurred in the relation to the amendment or cancellation.

8.5 Seller’s sole and exclusive liability to Buyer and Buyer’s exclusive remedy with respect to Products proved to Seller’s satisfaction to be defective or nonconforming shall be limited, at Seller’s option, to 1) repairing or replacement of such Products without charge or refund of the purchase price, upon the return of such Products, at Buyer’s expense, in accordance with Seller’s instructions or 2) refunding the sales price received by the Seller for such Products. All claims for breach of warranty must be presented to Seller in writing within thirty (30) days after delivery to Buyer, regardless of their nature. Failure of Buyer to give such notice shall be deemed to be a waiver by Buyer of all claims with respect to the subject Products.

8.6 The Seller is under no obligation to accept the return of goods from the Buyer and no return of such goods should be made without the prior written consent of the Seller.