Standard Terms & Conditions Of Sale

1. STANDARD TERMS & CONDITIONS APPLICABLE

1.1 These Standard Terms & Conditions shall apply to all contracts for the sale of materials, and/or services related to such materials, (together the “Materials”) by Matrix Chemie Ltd (“Seller”) to the counter party to this Agreement (“Buyer”) (Seller and Buyer may also be referred to as “Party” and together as “Parties”) to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or other document.

1.2 All orders for Materials shall be deemed to be an offer by the Buyer to purchase Materials pursuant to these Standard Terms & Conditions. Seller is only committed to an order after providing written confirmation to the Buyer.

1.3 Acceptance of delivery of the Materials shall be deemed conclusive evidence of the Buyer’s acceptance of these Standard Terms & Conditions.

1.4 Any variation to these Standard Terms & Conditions (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by Seller.

1.5 Where appropriate, orders will also be governed by INCOTERMS. In case of conflict between INCOTERMS and any Confirmation provided by the Seller, the Confirmation shall prevail.

1.6 In case of any inconsistency between the English version of these Standard Terms & Conditions and a version in any other language, the English version shall prevail.

2. ASSIGNMENT

The assignment by a Party of its contractual rights and obligations to supply Materials shall require the prior written approval of the other Party, which approval shall not be unreasonably withheld. The assigning Party shall remain liable for the performance by the assignee of its obligations under the contract.

3. THE MATERIALS

3.1 Quality

The Materials supplied hereunder are warranted to accord with the Seller’s current specification as amended from time to time or as otherwise agreed in writing by the Seller and the Buyer. All other warranties or conditions as to quality or description (statutory or otherwise) are expressly excluded except in so far as such exclusion is prevented by law. Buyer shall forthwith after delivery of the materials notify the Seller of any defects in the Materials which are reasonably apparent on delivery to enable the complaint to be investigated before the remainder of the consignment is used or returned.

3.2 Purpose

Any recommendation or suggestion relating to the use of the Materials made by the Seller either in technical literature or in response to a specific inquiry or otherwise is given in good faith, but it is for the Buyer to satisfy himself of the suitability of the Materials for his own particular purpose. Accordingly, the Seller gives no warranty as to the fitness of the Materials for any particular purpose, even if that purpose is known to the Seller, and no such warranty may be implied from the name or description of the Materials. Any implied warranty or condition (statutory or otherwise) is excluded except unless such exclusion is prevented by law.

3.3 Limitation of Liability

Seller’s liability in contract or in tort in respect of any damage caused by the non-performance of its obligations or the quality or fitness for purpose of the Materials supplied hereunder shall be limited to the invoice value in respect of the relevant Materials and shall in no circumstances extend to the Buyer’s loss of profits, increased cost of working or any other consequential financial losses or damages. Buyer shall indemnify the Seller for any claims made against the Seller by third parties who do business with the Buyer, directly or indirectly, in relation to the purchase by the Buyer of any Materials supplied hereunder, arising as a result of any breach by the Seller of any of its obligations. Furthermore, the Buyer is exclusively responsible for any claims arising from infringement of patents.

Without prejudice to applicable provisions for demurrage claims, all claims should be made by the Buyer in writing as soon as reasonably practicable but no later than 8 days from the date of delivery. Seller shall not be obliged to accept any claims made after such date.

4. SUSPENSION OR CANCELLATION OF INSTALLMENTS

4.1 If either Party being an Incorporated Company shall have a Receiver appointed, or shall pass a resolution for winding up (other than a winding up Order for the purposes of, or in connection with, any amalgamation or reconstruction, the terms of which shall have been approved by the other Party which approval shall not be unreasonably withheld) or a Court shall make an order to that effect, or not being an Incorporated Company shall have a Receiving Order made against him or enter into any composition or arrangement with his creditors then the other Party may, without prejudice to any rights of either Party, repudiate the contract under common law.

5. DELIVERY AND ACCEPTANCE OF THE MATERIALS

5.1 Delivery of the Materials shall be made to the Buyer’s nominated delivery location on dates to be agreed. The Buyer shall make all arrangements necessary to take delivery of the Materials whenever they are tended for delivery.  In the event of the Buyer being unable to accept delivery of the Materials then the Buyer shall be responsible for and shall reimburse the Seller forthwith in respect of any increased costs of delivery.

5.2 Where delivery or collection is required in bulk, the Buyer shall be responsible for providing suitable clean tank wagons for collection and when accepting deliveries shall also be responsible for coupling the tank wagon to the correct vessel and the supervision of the loading and unloading as the case may be. Any loss of Material occurring during the loading and unloading processes shall be for the account of the Buyer, unless directly caused by the negligence of the Seller or its servants or agents. The Buyer shall be deemed to have accepted the Materials upon delivery to the Buyer. The Buyer shall not be entitled to raise any claim with regard to the Materials nor shall be entitled to reject Materials more than 8 days after acceptance.

5.3 Seller reserves the right, in case of non payment or late payment of invoices, to suspend or cancel the delivery of Materials that are still due for delivery to the Buyer. Any costs or liabilities resulting from such action shall be the Buyer’s exclusive responsibility.

6. HEALTH AND SAFETY AT WORK

Seller has available health and safety information and product literature concerning the Materials supplied hereunder and their use and shall provide copies thereof to the Buyer upon request. Buyer acknowledges its responsibility to ensure that all applicable health and safety regulations are observed and that it has in place appropriate storage methods and safety procedures with regard to Materials sold hereunder. The Buyer hereby indemnifies the Seller in respect of all costs, expenses, loss and damages that may be awarded against or incurred by the Seller and arising from claims made by employees, agents, sub-contractors, customers or visitors of the Buyer and arising from the use of, or exposure to, the Material.

7. PASSING OF PROPERTY AND RISK TO BUYER

7.1 The Materials shall be at the Buyers risk as from delivery or collection.

7.2 In spite of delivery having been made title in the Materials shall not pass from the Seller until:

7.2.1 The Buyer shall have paid the price plus any applicable taxes, levies or duties; and

7.2.2 No other sums whatever shall be due from the Buyer to the Seller.

8. MARGINAL WEIGHT DIFFERENCE & INVOICING

8.1 Seller may deliver +/-10% of weight or volume ordered against the Buyer’s Order and the Buyer will pay for the actual quantity loaded.

8.2 Buyer must notify any quantity query to the Seller within 8 days from the invoice date. If possible the Buyer should send the Seller a copy of the CMR (Convention on the Contract for the International Carriage of Goods by Road). Unless proved incorrect, the Seller’s measurement of quantity shall be deemed to be the correct measurement of the quantity delivered.

8.3 Only agreed differences in quantity in excess of 0.5% against invoiced quantity may be subject to quantity claims. Weight discrepancies inside these tolerances are not cost effective for either the Buyer or the Seller to dispute with one another.

8.4 Invoicing for any quantity in excess of the +/-10% will be settled by mutual agreement of Seller and Buyer.

9. REMEDIES OF BUYER

9.1 Where the Buyer rejects any Materials as being ‘off specification’ then the Buyer shall, subject to the provisions of Clause 3.3, have no further rights whatever in respect of the supply to the Buyer of such Materials or the failure by the Seller to supply Materials which conform to the contract of sale, however, in such circumstances the Seller shall, upon notice, use all reasonable endeavours to replace such Materials with ‘on specification’ Material.

9.2 Where the Buyer accepts or has been deemed to have accepted any Materials then the Seller shall, subject to the provisions of clause 3.3, have no liability whatever to the Buyer in respect of those Materials.

9.3 Seller shall not be liable to the Buyer for late delivery or short delivery of Materials.

10. PAYMENT

10.1 The Buyer shall pay for the materials in accordance with terms set out on the invoice. However, the Seller reserves the right to vary the due date for payment.

10.2 Interest on overdue invoices shall accrue from the date when payment becomes due until the actual date of payment at a rate of 2% per annum above the HSBC UK base rate as applicable from time to time. The minimum charge will be £30.

11. TAXATION

Where any excise duty, energy tax, VAT or other tax (“Tax“) becomes payable by the Seller to a third party in relation to the supply, release from a tax warehouse or transport of the Materials, the Buyer shall pay such Tax to the Seller in addition to the sales price. Buyer shall indemnify the Seller against all liabilities for such Tax which Seller reasonably needs to pay to a third party, including any interest, penalties and costs. The Parties undertake to inform each other of any relevant facts so that remedial action can be taken, and to take into account the interest of the other in any dealings with national fiscal/customs authorities to resolve disputes.

12. FORCE MAJEURE

Other than the obligation to pay any sums due, neither Party shall be liable for any default due to an Act of God, strike, lockout, industrial action, fire, flood, drought, failure to obtain supplies, plant or mechanical breakdown or any other event beyond its reasonable control (a “Force Majeure”). When a Force Majeure, occurring at one or more of the Seller’s agreed or planned manufacturing or supply sources, results in a shortfall of Materials available to meet the Seller’s supply obligations under its agreements, such reduced quantity of Materials shall be apportioned at the Seller’s reasonable discretion amongst the Seller’s customers (including the Seller’s affiliates). Seller shall not be required to manufacture or purchase supplies to make good any shortfall in Materials arising as a result of a Force Majeure. Any additional quantities of Materials manufactured or purchased by the Seller to make good such shortfall may be used and/or distributed at the Seller’s absolute discretion. Buyer may, after prior notification to the Seller, purchase any shortfall quantity of Materials from other sources at the Buyer’s own risk and cost.

13. SEPARABILITY

13.1 Each delivery or part delivery under this contract is to be considered a separate contract and a failure on the part of the Seller to make any delivery or part delivery shall not affect or vitiate this contract as to other deliveries.

13.2 In the event of the Buyer’s order being in respect of Materials that will be the subject of several deliveries over a fixed, and agreed, period of time, the Buyer shall use its best endeavours to ensure that the call-off of such Materials shall be in a regular and even manner unless otherwise agreed with the Seller. In the event of the Buyer failing to call off all of the Material ordered by the Buyer over the agreed period of time, the Seller shall have at its option the right to (i) extend the period of time to enable the Buyer to complete the call-off of the Material, or (ii) cancel, without penalty to either side, the contract with regard to the outstanding Material.

14. PROPER LAW & JURISDICTION

The construction, validity and performance of the contracts subject to these Standard Terms & Conditions shall be governed by the laws of England & Wales and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.

 

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