Terms & Conditions
1. ORDER ACCEPTANCE
1.1 No order for the Seller’s goods (whether pursuant to a quotation by the Seller or otherwise) is binding on the Seller until acknowledged in writing by the Seller.
1.2 Each order is subject to these conditions of sale to which the Buyer shall be deemed to assent.
2. PRICES
2.1 Prices quoted are current and are firm for acceptance within 30 days of date of quotation.
3. PAYMENT TERMS
3.1 Unless otherwise agreed in writing by the Seller or stated in the quotation or in its acceptance of order, the net invoice amount of the price shall become due for payment by the Buyer in full within thirty days of date of invoice, subject to credit approval.
3.2 The Seller reserves the right at any time to demand full or partial payment before proceeding or proceeding further with any order.
3.3 If the Buyer defaults in payment, the Seller may without prejudice to its other rights, delay delivery or cancel the contract and also cancel other orders received from the Buyer and charge interest rate on any overdue payment at the rate of 2% per month.
4. DELIVERY OF GOODS
4.1 Times of delivery are estimated (as stated on the order acknowledgement) and will be closely observed on an ex works packed basis, as far as possible. If for any reason, the Seller anticipates any changes to the stated delivery time, then the Seller will notify the Buyer immediately. Any such change in the stated delivery time will not constitute any claim against the Seller.
4.2 In the case of C.I.F or F.D.C delivery, then the Seller shall give an estimated delivery time and can accept no liability on their behalf of delays incurred by freight forwarding companies.
4.3 The Buyer shall supply the Seller with Details necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery.
4.4 Damage in Transit. The Buyer shall notify the seller within 7 days of receipt of goods of any damage to Calcarb product incurred during transit. Any visible external damage to packing must be notified to carriers on receipt of goods, and Calcarb Ltd within 48 hours. Failure to comply will result in any claims for compensation being declared null and void.
5. WARRANTY
CALCARB LTD., warrants that any and all of its products shall be merchantable and fit for the particular purpose for which such products are sold and used. CALCARB LTD., further expressly warrants that any and all of the products shall be free from any defect in materials and workmanship and (where applicable), will conform to any specifications, instructions, drawings, data and samples thereof.
If the Buyer should find any defect in the products and notify CALCARB LTD., of that fact, and provide CALCARB LTD., access to all relevant information pertaining to complaint, CALCARB LTD., shall within 12 months of receipt of Calcarb material repair or replace any defective products at CALCARB LTD’s own risk and expense upon the request of the Buyer. This guarantee does not cover any defect arising from ordinary wear and tear, accident, misuse or neglect or any other cause whatsoever beyond CALCARB LTD’s control. No responsibility is accepted by CALCARB LTD., for the failure of the products caused by any corrosive abrasive, solvent element or any attack from the material being processed, unless it shall have been previously agreed and confirmed in the order acceptance.
CALCARB LTD., does not offer guarantees on performance of its material in service or accept liability for any consequential damages. It is understood and agreed that seller’s liability whether in contract, in tort, under any warranty, negligence or otherwise shall not exceed the cost of repair or replacement, F.O.B. shipping points of defective material. Under no circumstances shall Seller be liable for special, indirect, incidental or consequential damages. The price stated for the material is consideration in limiting seller’s liability. No action, regardless of form, rising out of the transactions of this agreement may be brought by Purchaser more than (1) year after the cause of action has accrued.
6. PATENT INDEMNITY
In the event of a claim against the Purchaser which charges that the material purchased from CALCARB LTD., infringes any patents subsisting when the material was shipped, CALCARB LTD., shall, at its sole option, procure for the Purchaser the right to use the Material; or replace the material with non-infringing material: or modify the material to be non-infringing; or remove the material and refund the purchase price, or defend, at its own expense, all suits instituted against the Purchaser insofar as same are based upon any claim that the Purchaser’s use of the material is an infringement of any patent under the proviso that: (a) CALCARB LTD., be notified, in writing, by Purchaser promptly upon assertion of claim; (b) CALCARB LTD., is given authority by Purchaser to assume full and exclusive control of the defense and settlement of the claim or suit; and (c) Purchaser provides all information and assistance to CALCARB LTD., at Purchaser’s expense, as is reasonably necessary for the defense of the claim or suit. CALCARB LTD., may at its option, intervene in any suit or action brought against the Purchaser on such claim.
THE FOREGOING STATES CALCARB LTD’S., ENTIRE LIABILITY FOR CLAIMS OR PATENT INFRINGEMENT. CALCARB LTD., shall have no liability whatsoever if the claim of infringement arises out of compliance with Purchaser’s specifications. CALCARB LTD shall have no liability whatsoever if the claim of infringement arises out of CALCARB LTD’S., compliance with Purchaser’s specifications. CALCARB LTD shall have no liability whatsoever if a claim of infringement is based upon the Purchaser’s use of the material as part of a patented combination where the other elements of the combination are not supplied by CALCARB LTD., or in the practice of a patented process.
7. FORCE MAJEURE
For the purpose of this Agreement and its execution “Force Majeure” shall be if in any party is prevented from carrying out all or any of the herein contained provisions of this Agreement as a result of Strike, lock out, fire, explosions, riots, wars, accidents. Acts of God, embargoes, legislation, import and export controls, international restrictions or any other likely cause or contingency beyond the reasonable control of that party and preventing, restricting or interfering with raw processing, transportation, delivery or receipt of any contracted material or raw material and the party so affected shall, upon notification and written notice to the party, be excused from making or taking deliveries to the extent of such prevention, restriction or interference.
8. APPLICATION OF LAW
The construction validity and performance of this contract shall be governed by the law of Scotland. In the event of any conflict between the terms and conditions as printed herein and any translation thereof (whether such translation was prepared by or on behalf of the Buyer or the Seller) then the Scottish version shall prevail.
