The following words shall have the meanings below:
1.1 “Buyer” means the organization or person who buys Merchandise from the Seller.
1.2 “Merchandise” means the articles to be supplied to the Buyer by the Seller.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable.
1.4 “List Price” means the list of prices of the Merchandises maintained by the Seller as amended from time to time;
1.5 Baxter House means Seller, Baxter House LTD is the legal registered company in UK
2.1 These Terms and Conditions shall apply to all contracts for the sale of Merchandises by the Baxter House to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by both parties.
2.3 Any typographical, clerical or other error or omission in any quotation, price list, acknowledgment of order, invoice or other document issued by Baxter House shall be subject to correction without any liability on the part of Baxter House.
3. PRICE AND PAYMENT
3.1 The price for any goods and services will be clearly stated in a pitch, after carefully analyzing the brief. Any confirmation will be made by parties in writing. Carriage shall be paid for by the Buyer, or quoted and included in the invoice. Or whatever other arrangements the parties agree on.
3.2 Payments are structured as follows: 50% of the amount in advance, in order to confirm the order, and begin production, and a remaining 50% is to be paid once the order is ready for shipping.
3.3 Where Baxter House provides a credit account facility to the Buyer, the price, and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by Baxter House (not applicable unless recurring buyer, with a, checked credit status).
3.4 Baxter House shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.5 % per month above the base rate of the Bank of England. If payment of the price or any part thereof is not made by the due date, Baxter House shall be entitled to:
3.4.1. require payment in advance of delivery in relation to any Merchandise not previously delivered;
3.4.2. refuse to make delivery of any undelivered Merchandises whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; 3.4.3. terminate the contract.
Any description given or applied to the Merchandises is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Merchandise is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Merchandises shall take place at the address specified by the Buyer on the date specified by Baxter House. The Buyer shall make all arrangements necessary to take delivery of the Merchandises whenever they are tendered for delivery.
6.2 The date of delivery specified by Baxter House is an estimate only. Time for delivery shall not be of the essence of the contract and no liability will attach to late or postponed deliveries due to conditions beyond the reasonable control of Baxter House.
6.3 Collection by the Buyer or delivery by Baxter House or the carrier to the Buyer will be deemed to be receipt of the Merchandises by the Buyer for the purpose of this agreement.
7. CANCELLATION AND POSTPONEMENT
7.1. Deliveries in respect of orders for Merchandises may only be postponed with the written agreement of parties. If the Buyer cancels an order, Baxter House will be entitled to charge the Buyer for any losses suffered as a result of the cancellation. There shall be no requirement to prove such losses provided they do not exceed 20% of the value of any orders canceled.
7.2. Baxter House shall be entitled, on the termination of this contract and without prejudice to any other claims against the Buyer:
7.2.1. To recover from the Buyer the cost of any Merchandise acquired by Baxter House or the Buyer (in the case the 50% down payment wasn’t paid already).
7.3. Orders for Merchandises manufactured or purchased in accordance with the Buyer’s specifications may not be canceled without the written authorization by both parties. The buyer undertakes to indemnify Baxter House for all costs and expenses resulting from a breach of this condition by the Buyer. ACR Agency acknowledges that all the goods need to be up to the standard of the Buyer, and takes responsibility for delivering them according to the specifications.
Risk in the Merchandises shall pass to the Buyer at the moment the Merchandises are dispatched from Baxter House`s premises. Where the Buyer chooses to collect the Merchandise itself, risk will pass when the Merchandise are entrusted to it or set aside for its collection, whichever happens first.
Title in the Merchandises shall not pass to the Buyer until the Baxter House’s has been paid in full for the Merchandises.
Subject to the terms of this clause Baxter House warrants to Buyer that:
10.1. Merchandises are free of defects in materials and workmanship that materially affect their performance for a period of ten (10) days from the date Buyer receives the Merchandises from Baxter House (“Reception Date”).
10.2. Once upon Baxter House agrees to repair, replace or swap (at both party’s option) all Merchandises which fail to Buyer to the relevant warranty set out in clause 10.1 provided that:
10.2.1. notification of the defect is received by email, within the warranty period specified above;
10.2.2. discrepancies shall be supported by documentation with visual evidences that verifies;
10.2.3. supporting documentation shall accompany claims for the details;
10.2.4. allegedly defective Merchandises are returned to Baxter House, after a confirmation that the merchandise will be returned, agreed by both parties.
10.2.5. the Merchandises have not been altered, modified or subject to misuse, incorrect installation, maintenance, neglect, accident or damage by excessive current or used with incompatible parts.
10.2.6. Replacement and/or, swap Merchandises shall have the benefit of the applicable warranty for the remainder of the applicable warranty period.
10.3. If the Baxter House complies with clause 10.2 it will have no further liability for a breach of the relevant warranty set out in clause 10.1.
10.4. Allegedly defective Merchandises returned to Baxter House in accordance with 10.2 will if found by Baxter House on examination not to be defective be returned to Buyer and a charge made for examination and testing.
10.5. The warranty is not transferable and shall only apply to the original Buyer and shall not extend to any Subsequent Buyer or User.
10.6. The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 11 and 12 bellow
Baxter House is responsible for
11.1.1. the correspondence of the Merchandises with description;
11.1.2. the quality of the Merchandises;
11.3. All implied terms, conditions or warranties as to the correspondence of the Merchandises to any description or the satisfactory quality of the Merchandises or the fitness of the Merchandises for any purpose whatsoever are hereby excluded from the contract.
12. LIMITATION OF LIABILITY
12.1. Where any court or arbitrator determines that any part above is, for whatever reason, unenforceable, Baxter House shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price. The Buyer is entitled to the rights of property for the designs and merchandise (unless agreed otherwise)
12.2. The Buyer acknowledges and agrees that the exclusions from and limitations of liability provided for in this document are reasonable in the circumstances and that if they had not been included the Sale Price would have been materially increased.
12.5. Merchandises are not manufactured or designed for use in life support or safety-critical equipment where malfunction can result in personal injury or death. The Buyers use or sale of goods for such applications is at the Buyers risk. The Buyer agrees to defend and keep us indemnified from any resulting claim, loss, damage, award, and cost (not limited to reasonable legal fees).
13. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer.
14. FORCE MAJEURE
Baxter House shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and Baxter Housey shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as Baxter House considers unreasonable, it may, without liability on its part, terminate the contract.
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