TERMS AND CONDITIONS
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(a) In these conditions "the Company" shall mean Pharmed Sterile Solutions Limited "the Purchaser" shall mean the purchasing firm or company whose order is accepted by the Company and "the Goods" shall mean the goods the subject of this sale as described in such order.
(b) Quotations may be varied or withdrawn by the Company at anytime and shall unless otherwise specified be deemed to be withdrawn automatically at the expiry of thirty days from their date of issue. No contract shall come into effect until the Purchaser's order has been accepted by the Company but the Purchaser may not thereafter cancel such contract without the written consent of the Company.
(c) All contracts of sale made by the Company in respect of the Goods shall incorporate these Conditions which shall prevail over any other terms and conditions contained in the Purchaser's order or any other document but shall be subject to any special conditions contained in any quotation or contract of the Company. No other variation of or addition to these Conditions shall be binding upon the Company unless specifically agreed to by the Company in writing.
2. PRICE AND PAYMENT
(a) The price to be paid for the Goods shall be as stated in the contract and shall be net of packing and delivery charges which shall also be paid by the Purchaser when the Goods are sent outside the Company's delivery area.
(b) The price for the Goods shall be due and payable by the Purchaser within 30 days from the date of invoice. The Company reserves the right to charge interest on any overdue payment from the date that payment is due to the day that it is made at the rate of two per cent above the base rate of Barclays Bank PLC for the time being (without prejudice to the Company's other rights and remedies).
(a) Whilst the Company will use all reasonable endeavors to deliver the Goods by any agreed delivery date time shall not be of the essence in relation to such date and the Company will not be liable for any loss or damage arising from any delay in delivery how so ever caused.
(b) Unless otherwise agreed the Goods will be delivered to the Purchaser's address as stated in its order. Risk in the Goods will pass to the Purchaser when the Goods leave the Company's premises for delivery to the Purchaser.
(a) The property in the Goods shall remain with the Company until the Purchaser has made payment in full for:
(i) the Goods; and
(ii) all goods the subject of any other contract made from time to time between the Company and the Purchaser which at the time of payment of the full price of the Goods have been delivered but not paid for in full.
(b) The Company may enter on to any of the Purchaser's premises and repossess the Goods if:
(i) any sum due to the Company in respect of the Goods becomes overdue; or
(ii) any sum due to the Company in respect of any other goods the subject of any contract between the Company and the Purchaser from time to time becomes overdue; or
(iii) the Purchaser (not being a company) commits an available act of bankruptcy or (being a company) does anything or fails to do anything which would entitle a receiver to take possession of assets or which would entitle any person to present a petition for winding-up.
(c) Until such time as property has passed to him under paragraph (a) above the Purchaser shall:
(i) hold the Goods as bailee for the Company and shall ensure that the Goods are stored separately or marked so that they may be readily identified as the property of the Company;
(ii) be entitled to re-sell the Goods but shall hold the entire proceeds of sale on trust for the Company.
(a) The Company warrants that if any Goods suffer from defects of workmanship or materials it will replace such Goods or refund the purchase price thereof to the Purchaser. The warranty is conditional upon:
(I) its being proved to the Company's reasonable satisfaction that the defects complained of are defects of materials or workmanship;
(ii) any claim by the Purchaser under this warranty being notified to the Company within one week of delivery of the Goods; and
(iii) the Goods alleged to be defective being returned to the Company at the Purchaser's expense within twenty-one days of such notification. In the event that such Goods are found by the Company to be defective the Company shall refund any expenses incurred by the Purchaser in returning such Goods.
The obligations of the Company under the foregoing warranty shall be the limit of the Company's liability whether in contract or tort in respect of defects in the Goods.
(b) Except as expressly provided in these Conditions no warranty condition undertaking or term express or implied statutory or otherwise as to the condition quality performance merchantability durability or fitness for purpose of the Goods is given or assumed by the Company and all such warranties conditions undertakings and terms are hereby excluded.
(c) Notwithstanding any other provision hereof the Company shall in no circumstances be liable to the Purchaser for any loss of profits or contracts or other indirect or consequential loss whether arising from negligence breach of contract or howsoever
6. PURCHASER'S MATERIAL AND SPECIFICATION
(a) In the event that the Company agrees to carry out any work in connection with the Goods on material supplied by or on behalf of the Purchaser such material will be held at the risk of the Purchaser and the Company shall have no liability in respect of the loss of or any damage to such material howsoever caused.
(b) The Purchaser shall be responsible for ensuring that any plan specifications instructions or information supplied by or on behalf of the Purchaser in connection with the Goods are accurate and meet the Company's requirements.
(c) The Purchaser shall indemnify the Company in respect of any liabilities losses costs or expenses which may be incurred by the Company directly or indirectly:
(i) by reason of any defect in any material or any inaccuracy in any plan specification instruction or information supplied by, or on behalf of the Purchaser in connection with the Goods;
(ii) in connection with any claim that Goods manufactured or modified by the Company in accordance with any such plan specification instruction or information infringe any patent or other intellectual property right of any third party.
7. FORCE MAJEURE
The Company shall not be liable for any delay in performance or failure to perform any of its obligations hereunder if such delay or failure is caused by circumstances beyond its reasonable control. The Company shall be entitled to an extension of time for performance equal to the period of any such delay but shall have the right to terminate any contract by notice to the Purchaser if such delay continues for more than four weeks and shall not be liable to the Purchaser by reason of such termination.
The invalidity or enforceability for any reason of any part of these Conditions shall not prejudice or affect the validity or enforceability of the remainder
Any contract incorporating these Conditions shall be governed by and construed in accordance with English law and any dispute arising in connection therewith shall be resolved by the appropriate court in England.