Terms & Conditions
1. DEFINITIONS AND INTERPRETATIONS
In this Agreement, unless the context otherwise requires the following terms will have the following meanings:
(i) Agreement – Means the agreement between Sky Chemicals (UK) Limited (hereinafter referred to as Sky Chemicals) and the Customer specified overleaf together with these terms and conditions.
(ii) Payment Period – Means such a period of time as may be set out overleaf and varied from time to time by Sky Chemicals for billing of relevant charges hereunder to the customer.
2. SUPPLY OF GOODS
(i) All orders taken by Sky Chemicals are subject to these terms and conditions. (ii) The Customer is deemed to accept our terms and conditions on taking delivery of the goods ordered.
3. CHARGES
(i) On invoicing, the Customer shall pay the total cost of the order (inc. VAT), unless a prior credit agreement has been made between Sky Chemicals and the customer. Details of the credit arrangement will be stated on the invoice.
(ii) Sky Chemicals reserves the right to vary the cost of their products for repeat or continuing orders by no less than 10 working days prior notice to the Customer.
(iii) Without prejudice to any other rights, Sky Chemicals reserves the right to charge interest on overdue amounts from the date on which payment was due to that on which payment was made (whether before or after judgement) on a basic rate of 8% per annum over the Bank of England base rate at that time. The Customer shall reimburse to Sky Chemicals all costs and expenses (including legal costs) incurred in the collection of any overdue amounts.
4. CARRIERS LIABILITY
(If a separate company delivers on our behalf) All claims for damages, pilferage, etc, must be notified in writing to the carriers and Sky Chemicals within 3 working days of delivery.
5. DELIVERY
(i) Unless Sky Chemicals agrees otherwise, delivery shall be made to the customer’s premises.
(ii) Stated delivery times are business estimates only and Sky Chemicals shall not be liable for any loss or damage suffered by the customer by reason of any failure to comply therewith.
6. CANCELLATION OF ORDER
(i) Sky Chemicals must be informed of cancellation within ten working days of the order being placed for cancellation to be valid.
(ii) A cancellation of an order incurs a cancellation fee of the carriage cost plus VAT.
(iii) Sky Chemicals will arrange for collection of goods on payment of the aforementioned cancellation fee plus VAT.
7. GOODS ORDERED IN ERROR
(i) Sky Chemicals will invoice a Handling Charge of carriage cost plus VAT for the cost of collecting goods originally ordered by customer in error. Such errors must be notified to Sky Chemicals (H/O Sheffield) within 3 working days of the receipt of the goods.
(ii) Sky Chemicals will arrange for the collection of the goods on payment of the Handling Charge.
8. AVAILABILITY
In the event of a particular product being out of stock Sky Chemicals will inform the customer as soon as possible and a replacement product with the same or similar specifications will be supplied in place of the original products ordered.
9. RETURN OF GOODS
In no circumstances shall any of the Goods be returned to Sky Chemicals without their prior written consent.
10. FORCE MAJEURE
Sky Chemicals shall not be liable for any breach of its obligations under this Agreement where it is hindered or prevented from carrying out those obligations by any cause outside its reasonable control, including but not limited to any act of God, fire, flood, bad weather, breakdown of power supply, acts or omissions of Government, Highway Authorities or other competent authorities, strikes, lock outs or other industrial action or any other cause whatsoever whether similar or dissimilar.
11. INDEMNITY
The Customer shall be liable to Sky Chemicals for, and shall indemnify and keep Sky Chemicals indemnified against, any loss, damages, costs, expenses (including without limitation legal costs and expenses), claims or proceedings in respect of
(i) Any loss or damage to the goods whilst still property of Sky Chemicals
(ii) Any breach of this agreement leading to costs or expenses to Sky Chemicals including administration costs, travel expenses, credit control expenses and any other expenses whatsoever whether similar or dissimilar. Liability under this agreement shall be unlimited and shall not be waived by Sky Chemicals or anyone on its behalf.
12. ENTIRE AGREEMENT
(i) This Agreement represents the entire understanding between parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party whether written or oral.
(ii) This Agreement shall prevail over any inconsistent terms or conditions referred to in the Customer’s order or in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished.
13. WAIVER
No waiver by Sky Chemicals or anyone on its behalf, or defaults of the Customer in the performance of this Agreement shall operate or construed as a waiver. No granting of time or other forbearance or indulgence by Sky Chemicals to the customer shall in any way, release, discharge or otherwise affect the liability of the customer under this Agreement.
14. GOVERNING LAWS
This Agreement shall be governed by and construed in accordance with English Law. NOTE: The property in the goods shall not pass to the Customer until the whole of the cost price plus VAT has been paid and until this time the customer shall hold the goods on trust for Sky Chemicals.