Chameleonic Terms and Conditions
TRADING TERMS AND CONDITIONS
1. DEFINITIONS
1.1 BUYER means the person, firm or company who buys or agrees to buy the goods from the seller.
1.2 Conditions means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 Delivery Date means the date specified by the Seller when the goods are to be delivered.
1.4 Design Drawings means any specifications or drawings produced by the Seller for the purpose of designing and/or manufacturing the Goods.
1.5 Goods means the articles which the Buyer agrees to buy from the Seller.
1.6 Price means the price for the Goods excluding carriage, packing , insurance and VAT.
1.7 Seller means Chameleonic Limited of 46 Chaldon Road, London SW6.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation or order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyers acceptance of these Conditions.
2.4 any variation to these Conditions ( including any special terms and conditions agreed between the parties ) shall be inapplicable unless agreed in writing by the Seller.
3. THE PRICE AND PAYMENT
3.1 The price shall be the Sellers quoted price. The price is exclusive of VAT which shall be due at the rate applicable on the date of the Sellers invoice.
3.2 Payment of 50 per cent of the Price together with VAT shall be due at the time that an order is placed by the Buyer. The remaining 50 per cent of the Price together with VAT shall be due either by instalment ( in which case the Seller will render interim invoices to the Buyer and payment will be due within 14 days of the date of each invoice ) or on the Delivery Date at the sole option of the Seller. Time for payment shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above National Westminster Bank Plcs base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 If the Buyer fails to make any payment on the due date then without prejudice to any of the Sellers other rights the Seller may :
3.4.1 suspend or cancel deliveries of any articles due to the Buyer; and/or
3.4.2 appropriate any payment made by the buyer to such of the Goods ( or Goods supplied under any other contract with the Buyer ) as the Seller may in its sole discretion think fit.
4. THE GOODS
4.1 The quantity and description of the Goods shall be set out in the Sellers
quotation.
4.2 The production time and Delivery Date will be agreed between the parties at the time that an order is placed.
4.3 Design Drawings shall be produced by the Seller as necessary ( in the Sellers sole discretion ) and shall be invoiced to the Buyer at the rate of £25 per hour.
4.4 All intellectual property rights in the Design Drawings ( including without limitation copyright and design rights ) shall as between parties be the property of the Seller.
4.5 The Goods may vary slightly from the Design Drawings to account for any structural additions deemed necessary on production.
4.6 Call out charges to be charged at the discretion of the Seller. Unless agreed on the date of purchase, delivery is to be organised and paid for by the Buyer. If the Seller agreed to deliver an added charge of £30 will be charged to the Buyer inside the Central London area and £30 plus £25 per an hour outside London.
5. WARRANTIES AND LIABILITIES
Except where the Buyer is dealing as a consumer ( as defined in the Unfair Contract Terms Act 1977 Section 12 ) all implied terms, conditions and warranties relating to fitness for purpose, merchant ability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
6. DELIVERY OF GOODS
6.1 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of this contract.
6.2 The failure of the Buyer to pay for any one or more of the said instalments of
the Goods on the due dates shall entitle the Seller at its sole option:
6.2.1 without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or
6.2.2 to treat this contract as repudiated by the Buyer.
6.3 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods ( or any of them ) promptly or at all.
6.4 Notwithstanding that the Seller may have delayed or failed to deliver the Goods ( or any of them ) promptly the buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
7. ACCEPTANCE OF GOODS
7.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery or on collection.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not
in accordance with the contract.
8. REMEDIES OF BUYER
8.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
8.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
8.3 The Seller shall not be liable to the Buyer for later delivery or short delivery of Goods.
8.4 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense ( including loss of profit ) suffered by the Buyer arising out of a breach by the Seller of this contract.
8.5 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
9. PASSING OF PROPERTY AND RISK
9.1 The Goods shall be at the Buyers risk from delivery.
9.2 Property in the Goods shall not pass from the Seller until :
9.2.1 the Buyer shall have paid the Price together with VAT in full; and
9.2.2 no other sums whatever shall be due from the Buyer to the Seller.
9.3 Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods ( at no cost to the Seller ) separately from all other goods in its possession and marked in such a way that they are clearly identified as the property of the Seller.
9.4 The Seller shall be entitled to recover the Price ( plus VAT ) notwithstanding that property in any of the Goods has not passed from the Seller.
9.5 Until such time as property in the Goods passes from the Seller, the Buyer shall on request deliver up the Goods to the Seller. If the Buyer fails to do so the Seller may enter upon the premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
9.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without Prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9.7 The Buyer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing to the Buyer to the Seller shall forthwith become due and payable.
10. INSOLVENCY OR OTHER DEFAULT OF BUYER
10.1 If the Buyer fails to make payment for the Goods in accordance with this contract or commits any other breach of this contract or if any distress or execution shall be levied upon any of the Buyers goods or if the Buyer offers to
make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer ( other than for the purpose of amalgamation or reconstruction without insolvency ) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or part of the Buyers business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall be payable
immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have
(A) suspend all future deliveries of Goods to the Buyer and/or terminate the ontract without liability upon its part; and/or
(B) exercise any of its rights pursuant to clause 9.
11. INVALIDITY
If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable in ay respect under the law of any jurisdiction that shall not affect or impair:
(A) the legality, validity or enforceability in that jurisdiction of any other provision of this; or
(B) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this contract.
12. REMEDIES AND WAIVERS
12.1 No delay or omission by any party to this contract in exercising any right, power or remedy provided by law or under this contract shall:(A) affect that right, power or remedy; or
(B) operate as a waiver of it.
12.2 The single or partial exercise of any right, power or remedy provided by law
or under this contract shall not preclude any other or further exercise of it or
the exercise of any other right, power or remedy.
12.3 The rights, powers and remedies provided in this contract are cumulative and exclusive of any rights, powers and remedies provided by law.
13. SET- OFF AND COUNTERCLAIM
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatever.
14. SUB-CONTRACTING
The Seller may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyers consent.
15. FORCE MAJEURE
Neither party shall be liable for any default due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
16. SELLERS CANCELLATION
The Seller may cancel this contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price and VAT. The Seller shall not be liable for any loss or damage whatever arising from such cancellations.
17. CHOICE OF LAW AND JURISDICTION
17.1 This contract is subject to the law of England and Wales
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