NATURAL DYNAMICS LIMITED
TERMS & CONDITIONS OF SALE
All quotations are given and orders or instructions accepted by the Seller on the basis of these conditions of trading and shall exclude any conditions that the Buyer may purport to impose and shall supercede any previous Terms and Conditions issued by Natural Dynamics Ltd.
Any variation of these conditions shall be null and void unless signed by the seller.
Every order or instruction communicated by the Buyer shall, on acceptance by the Seller, be treated as a separate contract. In the event of there being more than one contract in course of performance between the Seller and the Buyer any question, dispute or difficulty which may arise in respect of one of such contracts, or the terms on which it may be settled, shall not affect in any way the performance of the other contract or contracts, nor shall the Buyer be entitled to exercise in relation to any such other contract any counter claim or right to set off arising under one contract.
No order or instruction may be cancelled in whole or part without the Seller’s consent.
Disbursements are not included in Prices unless otherwise agreed.
Unless otherwise agreed in writing all contract prices are strictly net cash and shall be paid within 14 days of the invoice date on approved credit accounts only, unless otherwise stated in writing. All other accounts are payable prior to delivery. In case of failure to pay by the due date, all sums outstanding shall become payable immediately. The Seller reserves the right to charge the Buyer interest on any sum outstanding beyond the period of credit allowed at the rate of 2% per month or part of month. The first transaction on any new account will be against proforma payment irrespective of any other terms which may be agreed for subsequent transactions.
Prices are based on those ruling at the date of first quotation. If between such date and the date of delivery there is any variation in the Seller’s overall costs, the Seller shall be entitled to vary the contract price in proportion to the amount of such variation.
If any payment is in arrear the Seller shall be entitled (without prejudice to any other rights it may have) to suspend further services until payment is received, whether or not such services are due under the same contract or other contracts.
Any opinion or advice communicated under a consultancy service offered by the Seller is intended for consideration only and the Buyer shall have no claim against the Seller if the opinion or advice should be deemed inappropriate at any time. Any decisions or actions by the Buyer and the consequences thereof, whether influenced by the advice or opinions of the Seller or not, shall be the sole responsibility of the Buyer.
The Seller warrants that the goods or services delivered shall be of normal merchantable quality unless specifically stated to the contrary and will be suitable for any purpose recommended in its publication(s) or in writing to the Buyer. The Seller’s liability is limited to replacement of any goods that do not conform to this warranty. This warranty is given in place of and shall be deemed to exclude all other warranties and conditions whether express or implied and whether arising by common law, statute or otherwise. In particular, but without limitations of the foregoing the Seller shall not be liable for the failure of goods or services to be fit for any particular purpose even if the Buyer has previously used the goods or services successfully for any purpose, nor shall the Seller be liable for any loss or damage attributable to the goods or services whether direct or consequential, except liability for death or personal injury resulting from the Seller’s direct negligence.
The Buyer undertakes to ensure compliance by its servants or agents with any safety precautions or instructions for safe handling given by the Seller and that all reasonable steps are taken to ensure safe handling in accordance with current regulations or guidelines.
Notwithstanding any other provision hereof, should the processing, delivery or dispatch of the whole or any part of the goods or services be delayed, prevented hindered or rendered uneconomic by any causes whatsoever beyond the Seller’s control, the Seller shall be entitled, either to cancel the contract or to postpone or suspend any delivery or deliveries under the contract until, in the Seller’s judgment, such cause shall have ceased to operate. The Seller shall be under no liability in respect of such cancellation, postponement or suspension. Without limiting the generality of the cause or causes referred to above, the same shall include war, fire, accident, breakdown of plant or machinery, strikes and lockouts (whether affecting the Seller’s works or those of their suppliers or their carriers), shortage of or late or non-delivery.
The Buyer shall indemnify the Seller against all costs, claims and expenses arising out of any action for infringement or alleged infringement of any patent, trade mark, registered design, copyright, confidentiality or circumvention and any other claim resulting from compliance with the Buyer’s instructions, express or implied.
Every contract between the Seller and the Buyer shall in all respects operate and be construed as an English contract and be governed by English Law.