The Buyer’s attention is particularly drawn to the Limitation of Liability clause at clause 14.
These conditions (together with the documents referred to in them) tell the Buyer the terms and conditions on which the Company supplies any of the Goods to the Buyer. These conditions should be read carefully before any Goods are ordered. All orders shall be deemed to incorporate these conditions as shall any contract or agreement arising therefrom to the exclusion of any terms inconsistent therewith contained, or referred to, in any such order, contract, agreement, or implied by law, trade custom, practice or course of dealing unless otherwise agreed by the Company in writing.
The Buyer is advised to retain a copy of these conditions for future reference.
In the case of any orders for Goods from our Site, the Buyer is deemed to accept these conditions by ticking the box to accept the Sovereign Terms of Sale during the order checkout process. The Buyer will not be able to order any Goods from our Site if it refuses to accept these conditions.
www.sovchem.co.uk is a Site operated by the Company. The Company is registered in England and Wales under company number 03281228 and with its registered office at Park Road, Barrow in Furness, Cumbria LA14 4EQ. The Company’s main trading address is Park Road, Barrow-in-Furness, Cumbria LA14 4EQ. The Company’s VAT number is 280730957.
In these conditions the following expressions shall have the following meanings:
(a) “the Buyer” shall mean any person, firm, company or unincorporated association with whom any contract to supply Goods shall be made with the Company.
(b) “the Company” shall mean Sovereign Chemicals Limited and where the context so admits its agents and sub-agents.
(c) “the Goods” shall mean all products of the Company contracted to be sold by the Company to any Buyer.
(d) “Intellectual Property Rights” shall mean any patent, copyright, registered design, unregistered design right, trade mark or other industrial or intellectual property owned or used by the Company together with any current applications for any registrable items of the foregoing.
(e) “Site” shall mean www.sovchem.co.uk.
2. Acceptance of Order
(a) In the case of orders placed from our Site:
(i) after placing an order, the Buyer will receive an e-mail from the Company acknowledging that the Company has received the Buyer’s order. This does not mean that the Buyer’s order has been accepted. The Buyer’s order constitutes an offer to the Company to buy the Goods on these conditions. All orders placed from our Site are subject to acceptance by the Company and the Company will confirm such acceptance to the Buyer by sending the Buyer an e-mail that confirms that the Goods have been dispatched (the “Dispatch Confirmation“). The Company reserves the right at its option, upon giving prompt notice in writing of its intention to the Buyer, not to fulfill any such order. The contract between the Company and the Buyer will only be formed when the Company sends the Buyer the Dispatch Confirmation;
(ii) the contract will relate only to those Goods whose dispatch the Company has confirmed in the Dispatch Confirmation. The Company will not be obliged to supply any other Goods which may have been part of the Buyer’s order until the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation.
(b) In the case of orders placed otherwise than from our Site the Buyer’s purchase order, or the Buyer’s acceptance of a quotation for Goods by the Company, constitutes an offer by the Buyer to purchase the Goods on these conditions. No offer placed by the Buyer shall be accepted by the Company other than:
(i) by a written acknowledgment issued and executed by the Company; or
(ii) by the Company starting to deliver the Goods, when a contract for the supply and purchase of the Goods on these conditions will be established.
(c) If any one or more of these conditions or part-conditions shall be held by a court or other competent jurisdiction to be invalid, illegal or unenforceable then the remaining conditions or part-conditions shall nonetheless continue to have full force and effect.
(a) All price lists and quotations in respect of any Goods are as quoted on our Site or as otherwise notified to you from time to time, except in cases of obvious error. Unless specifically stated, such price lists and quotations are subject to alteration at any time without notice, but changes will not affect orders in respect of which:
(i) we have already sent you a Dispatch Confirmation (in the case of orders placed online); or
(ii) we have already sent you a written acknowledgment issued and executed by the Company; or
(iii) the Company has started to deliver the Goods.
(b) Orders are accepted on the condition that the Goods are invoiced at prices ruling at date of dispatch unless otherwise agreed by the Company in writing.
(c) Any price set out in any quotation whether oral or in writing shall be for the information of the Buyer only and shall not be construed as a representation by or on behalf of the Company.
All prices are subject to value added tax and in the case of price lists quoted on our Site, delivery costs at the prevailing rate at the date of dispatch.
(d) The Company’s Site contains a large number of Goods and it is always possible that, despite the Company’s best efforts, some of the Goods listed on the Company’s Site may be incorrectly priced. The Company will normally verify prices as part of its dispatch procedures so that, where the correct price of Goods are less than the Company’s stated price, the Company will charge the lower amount when dispatching the Goods to the Buyer. If the correct price of the Goods are higher than the price stated on the Company’s Site, the Company will normally, at its discretion, either contact the Buyer for instructions before dispatching the Goods, or reject the Buyer’s order and notify it of such rejection.
(e) The Company is under no obligation to provide the Goods to the Buyer at the incorrect (lower) price, even after the Company has sent the Buyer a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Buyer as a mis-pricing.
(f) Payment for all Goods must be by credit or debit card. The Company accepts payment with all major credit and debit cards. The Company will not charge the Buyer’s credit or debit card until the Company dispatch your order.
4. Terms of Payment
(a) Unless otherwise confirmed by the Company in writing payment of the price together with value added tax thereon shall be made by the Buyer in cash without discount on receipt of the Company’s sales invoice and payment in full shall be made notwithstanding any delay in the delivery of Goods.
(b) No payment shall be deemed to have been received until the Company has received cleared funds.
(c) If the Goods are delivered in instalments the Company shall be entitled to invoice each instalment as and when dispatch thereof has been made and payment shall be due in respect of each instalment whereof dispatch has been made notwithstanding any non-delivery of other instalments or other default on the part of the Company.
(d) If upon the terms applicable to any order the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole balance of the price to become due forthwith.
(e) The price of Goods shall be due in full to the Company in accordance with the terms of the order and the Buyer shall not be entitled to exercise any set off lien or any other similar right or claim.
(f) Without prejudice to any other rights or remedies it may have, the Company is entitled to charge interest at 2% per month from the due date for payment on all overdue payments of the price of Goods or the price of any instalment thereof until payment is made, whether before or after any judgment and the Buyer shall pay the interest immediately on demand. The Company may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
(g) Time of payment shall be of the essence.
(a) The Company’s estimates of times for delivery or the written acknowledgment or delivery of the Goods (as appropriate) must be regarded as approximate only, and whilst every effort will be made to avoid delay and to deliver the Goods within a reasonable time of the date of the Dispatch Confirmation or the written acknowledgment, as appropriate, the Company will accept no liability for any direct or indirect loss arising from any such delays. Time of delivery shall not be of the essence.
(b) Where the Goods are handed to a carrier for carriage to the Buyer or to a United Kingdom port for export, any such carrier shall be deemed to be the agent of the Company and not of the Buyer for all purposes.
(c) Where the Goods are sold F.O.B. the responsibility of the Company shall cease immediately the Goods are placed on board ship and the Company shall be under no obligation to give the Buyer the notice specified in Section 32 (3) of the Sale of Goods Act 1979.
(d) If the Buyer orders Goods from the Company’s Site or otherwise for delivery outside the UK, such Goods may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. Please note that the Company has no control over these charges and cannot predict their amount. The Buyer is advised to contact its local customs office for further information before placing its order.
(e) The Buyer should also note that it must comply with all applicable laws and regulations of the country for which the Goods are destined. The Company will not be liable for any breach by the Buyer of any such laws.
(f) No liability for non-delivery, partial loss or damage to the Goods occurring prior to delivery or where the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (with a copy to the Carrier if the Company’s own vehicles have not been used to deliver the Goods):
(i) within seven days of delivery for partial loss, damage including defects that are apparent on normal visual inspection or non-compliance with the contract; or
(ii) within fourteen days of the date of the invoice for non-delivery; or
(iii) in the case of a latent defect, within 28 days of the latent defect having become apparent or ought reasonably to have been discoverable.
(g) In the event of a valid claim for non-delivery, a partial loss, damage or non-compliance with the contract the Company undertakes as its option either to reprocess or replace the Goods at its expense but the Company shall not be under any further or other liability to any party in connection with such non-delivery, partial loss, damage or non-compliance.
(h) If the Buyer shall fail to give notice in accordance with Condition 5(f) above the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly.
(i) Without prejudice to any other rights it may have the Company may withhold delivery of the Goods or any instalment thereof if it has reasonable grounds for doubting the Buyer’s ability to pay the price thereof.
(a) The Company undertakes to take reasonable care to ensure the Goods are adequately packed where necessary to prevent damage but the Company shall be under no liability for any packing which is deemed to be ineffective.
(b) Any extra charge for any special packing required for export orders or in accordance with customer’s specific requirements will be made.
7. Passing of Risk
From the time of dispatch the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and safekeeping and shall indemnify the Company for any loss or damage thereby sustained.
8. Passing of Title
(a) Notwithstanding any agreed terms of payment Goods are not sold and delivered on credit but on condition that the ownership of them shall not pass to the Buyer until they are fully paid for and the Company shall be at liberty in its discretion to cancel the contract and remove the Goods if the price is not paid at the times and in the manner stipulated and to recover damages from the Buyer in respect of the loss and damage suffered as a result of the Buyer’s failure to complete the contract and any instalments of purchase money which may have been paid shall be retained by the Company against those damages. Until the moment of full payment of the amount which the Buyer owes the Company in respect of the said Goods delivered, sold or contracted to be sold, the Buyer shall:
(i) hold the Goods for the Company on a fiduciary basis and if required shall store the Goods in such a way that they can be recognised as such at the Buyer’s own cost;
(ii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iii) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company;
(iv) on request, produce the policy of insurance to the Company.
The entries in the books of accounts maintained by the Company shall be conclusive evidence of such indebtedness.
(b) In the event of any resale by the Buyer of the Goods the Company shall be beneficially entitled to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be held on trust for the Company.
(c) In the event of failure to pay the price in accordance with the contractual obligations the Company shall have power to re-sell the Goods or products after reasonable notice, such power being additional to (and not in substitute for) any other power of sale arising by operation of law or implication or otherwise.
(d) The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
(e) Upon termination, the Company’s rights contained in this clause 8 will remain in effect.
9. Intellectual Property Rights
(a) Intellectual Property Rights relating to goods offered or supplied shall remain the absolute property of the Company. The Buyer will not, without previous written consent of the Company copy or enable others to copy any goods or parts thereof supplied by the Company.
(b) The Buyer hereby agrees to indemnify the Company against all claims, damages, costs and expenses to which the Company may become liable through executing any orders to the specification of the Buyer by the infringement or the alleged infringement of a third party’s Intellectual Property Rights.
(c) No licence is granted under third party Intellectual Property Rights claims covering the combination of the Company’s products with other devices or covering the use of the products of the Company except for a purpose made known to the Company and accepted by it as part of the same.
10. Conditions & Warranties
(a) Subject to clause 14, every description, specification, drawing or illustration of the Goods is given in good faith based on average results of standard tests but any conditions or warranties expressed or implied that the Goods shall correspond with such description, specification, drawing or illustration shall have no effect and the use of any such description, specification, drawing or illustration shall not constitute a sale by description.
(b) Any conditions or warranties (whether express or implied by statute common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of fitness of the Goods for any particular purpose even if that purpose is made known expressly or by implication to the Company shall have no effect. This sub-clause 10(b) shall not apply to contracts that the Company makes with consumers.
(c) Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or results of standard tests upon a sample furnished to the Buyer it is hereby declared that such sample was so exhibited and inspected or tested solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the sample or as to their quality condition or sufficiency for any purpose.
Subject to clause 14, the Company shall not be liable for any costs, claims or damages or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, productions or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
Subject to clause 14, no statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication (other than written and signed guarantees given by the Company) or made verbally by any of the agents or employees of the Company shall be construed to enlarge, vary or override in any way any of these conditions.
13. Defective Goods
(a) In the case of Goods of the Company’s manufacture the Company undertakes for the period of two months following delivery of the Goods at its discretion to credit the Buyer in full the price paid by the Buyer to the Company or supply free of charge a replacement of the Goods in which a substantial defect in materials or workmanship appears within four weeks of delivery at the place of delivery specified by the Buyer for the original Goods provided that in any case the Goods have been accepted and paid for.
(b) In the case of Goods not of the Company’s manufacture the Company will endeavour to pass on to the Buyer any benefits obtainable under any warranty given by the Company’s supplier provided that the Goods have been accepted and paid for and only to the extent that the Company is able to do so.
(c) The rights given to the Buyer in sub-clauses (a) and (b) above shall be in substitution for all and any other rights which the Buyer would or might have had but for these conditions.
(d) In order to exercise its rights under sub-clause (a) above the Buyer shall inform the Company within 28 days of the date when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods carriage paid to the Company.
(e) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer its servants, employees or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendation of the Company as to storage and handling of the Goods.
(f) Where the Goods are for delivery by instalments the foregoing shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
14. Limitation of Liability – The Buyer is Strongly Advised to read this clause
(a) The Liability of the Company to the Buyer for any:
(i) breach of these conditions;
(ii) use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods;
(iii) representation, statement or tortious act or omission including negligence arising under or in connection with the Contract; and
(iv) loss or damage of whatsoever nature and howsoever caused; shall be limited to and in no circumstances shall exceed the cost of the Goods.
(b) Nothing in these conditions excludes or limits the liability of the Company towards a Buyer acting in the course of its business:
(i) for death or personal injury caused by the Company’s negligence; or
(ii) under section 2(3), Consumer Protection Act 1987; or
(iii) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(iv) for fraud or fraudulent misrepresentation.
(c) Nothing in these conditions excludes or limits the liability of the Company towards a Buyer acting as a consumer:
(i) for death or personal injury caused by the Company’s negligence; or
(ii) for losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit our liability; or
(iii) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(iv) for fraud or fraudulent misrepresentation; or
(v) for foreseeable loss of, or damage to, your physical property; or
(vi) for the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
15. Default or Insolvency
The Company has the right to cancel deliveries immediately in any case of the Buyer’s default in payment, breach of agreement, bankruptcy or in the case of a limited company, the appointment of a Receiver or commencement of liquidation other than for amalgamation or reconstruction purposes, but save as aforesaid orders may not be cancelled except by agreement in writing signed by both parties.
16. Written Communications
The Buyer accepts that communication with the Company will be mainly electronic. The Company will contact the Buyer by e-mail or provide the Buyer with information by posting notices on the Company’s Site. For contractual purposes, the Company agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that the Company provides to it electronically comply with any legal requirement that such communications be in writing.
All notices given by the Buyer to the Company must be given to Sovereign Chemicals Limited at Park Road, Barrow-in-Furness, Cumbria, LA14 4EQ. The Company may give notice to the Buyer at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 16 above. Notice will be deemed received and properly served immediately when posted on the Company’s website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
18. Force Majeure
Without prejudice to the generality of any previous exclusion or limitation of the liability the Company shall not be liable for any failure to fulfil any terms of any transaction governed by these conditions if fulfilment has been delayed, hindered or prevented by any circumstances whatsoever which are not directly within the Company’s reasonable control and if the Company is able to fulfil some but not all demand for the Goods the Company may allocate its available supplies amongst its customers, including parent, subsidiary or associated companies, in such manner as the Company in its absolute discretion considers to be fair.
If the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the contract.
19. The LAW Governing the Contract
The contract shall in all respects be construed and operated as an English contract governed by English Law and the Buyer shall submit to the exclusive jurisdiction of the Courts of England.
20. Rights to Cancel
If the Goods were ordered over the telephone or other than face to face then the Buyer may cancel the order within 7 days of the date of delivery whereupon the costs of the Goods would be reimbursed within 30 days of notification of such subject to a reasonable deduction to cover the cost of collection and return.