Virulite Distribution Ltd (herein after referred to as "The seller") submits all quotations and prices lists and accepts all orders subject to the following conditions of contract which shall apply for goods supplied by the Seller its servants, agents or sub-contractors to the exclusion of all other representations, conditions and warranties, statutory, or otherwise expressed or implied. The placing of an order or the giving by the Purchaser of any delivery instructions for the goods or any part there of, or the acceptance by the Purchaser of any delivery of the goods or any part thereof, (or any conduct by the purchaser in confirmation of the transaction set out an the face hereof after receipt by the Purchaser of this document) shall constitute unqualified acceptance by the Purchaser of these conditions. In The event at a conflict between these conditions and any "conditions" of purchase which the Purchaser purports to give these conditions shall prevail except to the extent that any deviation there from has been agreed in writing by the Seller.
The seller shall be under no liability, nor shall the Purchaser be entitled to any remedy, by reason of the provisions of the Mis-representation Act 1961 as amended except to the extent (if any) of the Court or Arbitrator may allow reliance on it being fair and reasonable in the circumstances. Nothing in these conditions shall affect any right of the Seller against or connection with the goods.
Each order received and accepted by the seller will be deemed to form a separate contract to which these conditions of sale shall apply and any waiver or any act of non enforcement or variation of any terms or part thereof on the part of the Seller shall not bind or prejudice the Seller in relation to the application of these conditions to any other order., instalment or delivery whensoever arising. A carriage and packing charge will be made on each invoice. The price or the goods is inclusive or VAT.
The price of the goods shall be the Seller's quoted price. The price is inclusive of VAT.
Notwithstanding the provisions of condition 4, and irrespective of delivery, ownership of the goods remain with the Seller until such time as the Purchaser has paid in full all that is, owed to the seller including the full cost outstanding of any other goods the subject of any other contract, delivery or instalment. Until that time the Purchaser shall keep the goods as bailee for the Seller in a fiduciary capacity although the purchaser shall be entitled to sell the goods to a third party within the normal carrying on of its business on the Condition it shall account to the Seller for the proceeds of such sale or hold the same on trust for the Seller and, if the Seller so requires that it shall hand over to the seller any claims emanating from the sub sale that it has against its buyer. The Purchaser's right to keep the goods shall cease if it commits any act of bankruptcy or does anything or fails to do anything which would entitle the receiver to take possession or which would entitle any person to present a petition for winding up. The Purchaser agrees that the Seller may for the purpose af recovery of its goods enter the Purchaser's premises and repossess them. The purchaser is not entitled to incorporate the goods into any other product in its normal course of business unless the Seller expressly gives written consent.
The seller shall be under no liability whatever to the Purchaser for any indirect loss and/or expense (including loss of profit) suffered by the Purchaser arising out of a breach by the Seller of the contract.
All delivery dates are quoted in good faith but time shall not be deemed to be of the essence. The Seller shall not be liable for any loss or damage (whether direct or consequential) whatsoever arising from the late delivery of goods and the Purchaser shall not be entitled to treat the contract as repudiated by reasons of any such late delivery.
If the Seller is prevented (either directly or indirectly) from making delivery of the goods, or any part thereof, by reason of acts of God, War, strikes, lock outs, trade disputes, fires, breakdown, interruption of transport, Government action delays in or failures of delivery to the Seller of any goods or materials or any cause whatsoever (whether or not of the like natured of those specified above) outside their control, the Seller shall be under no liability whatsoever to the purchaser and the Seller shall be entitled at their option either to cancel this contract or extend the time of their performance by a period equivalent to that during which their performance is being prevented by the circumstances herein before referred to.
The Purchaser shall not be entitled to make any claims (any liability under such claims not being admitted) against the Seller in respect of any shortfall in the quantity of the goods specified in the delivery note, or whether the Seller is responsible for the carriage of goods, any damage to or non delivery of all or any part of the goods unless the Seller is informed in writing of such shortfall damage or non delivery within such time as will enable the Seller to comply with the Seller's carriers conditions of carriage or within 7 days of receipt of the advice note by the Purchaser from the Seller, whichever is the shorter.
Delivery shall be deemed to take place when the goods arrive at the Purchaser's supplied address and all risk in the goods shall pass to the Purchaser upon delivery. The Purchaser shall be deemed to have accepted the goods 24 hours after delivery to the Purchaser or when the Purchaser does any act whatsoever to indicate such acceptance, whichever occurs first. After acceptance the Purchaser shall not be entitled to reject the goods. Where the Purchaser accepts or has been deemed to have accepted any goods then the Seller shall have no liability whatever to the Purchaser in respect of those goods. Where the Purchaser rejects any goods then the Purchaser shall have no further rights whatsoever in respect of the supply to the Purchaser of those goods or the failure by the Seller to supply goods which conform to the contract of sale. If the Purchaser properly rejects any of the goods on account of them not being in accordance with the contract the Purchaser shall nonetheless pay the full price for such goods unless the Purchaser promptly gives notice of rejection to the Seller and the Purchasers cost returns such goods to the Seller within 7 days. No goods delivered to the Purchaser which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the, absolute discretion at the Seller. Goods returned without the prior written approval of The Seller may at The Sellers absolute discretion be returned to the Purchaser or stored at the Purchaser's cost without prejudice to any rights or remedies the Seller may have.
No liability will be accepted by the Seller in respect of damage to or shortage of goods unless a separate notice in writing is given to the carriers concerned and to the seller, giving full details, within 7 days of the date of delivery. The Seller shall have no liability in respect of damage or shortages caused by the acts or omissions of the Purchaser or of others or by causes beyond the Seller's control.
The Sellers liability in respect of goods supplied shall be only to the Purchaser and shall be strictly limited to free replacement of goods, notified as above and returned carriage paid to the seller's works provided always that the Purchaser shall not be entitled to receive from the Seller any greater benefit under the provisions of this clause than shall its recovered by the Seller under any guarantee or warranty given to the Seller by the manufacturers or suppliers of the goods.
In the event of an order being cancelled by the Purchaser, the Purchaser shall be liable to indemnify the Seller against all losses (including loss of profit) and other expenses and damages (whether direct or consequential) occasioned by such cancellation.
The Purchaser will not sell or ship any of the goods directly to any person or destination where such sale or shipment would be prohibited by the laws or regulations of the United kingdom, Europe, United Stales of America or Canada and must, at its own expense, secure such licenses and import and export documents that are necessary to buy and sell the goods.
Any design or express or implied instructions directly or indirectly communicated by the Purchaser to the Seller shall not be such as to cause or require the Seller to infringe any letters patent, copyright, registered design or trade mark in the performance of the contract.
The Purchaser will indemnify and keep indemnified the Seller, its directors, officers and servants agents and sub contractors against all claim demands and costs howsoever arising in respect any infringement or alleged infringement of letters patent, copy right, registered design or trade mark arising directly or indirectly from the use of or compliance with any design or express or implied instructions communicated by the Purchaser to the Seller for the purpose of or in connection with this contract.
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 Barclays Bank Plc base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
Should it be necesary for the Seller to instruct solicitors in order to obtain advise in connection with a default of the Purchaser under the contract and/or should it be necessary for the purchaser to take steps to recover monies due under the contract from the Purchaser where those monies have not been paid over by the due date the Purchaser shall be responsible for The Seller's legal costs and shall pay the same within 14 days of receipt of an copy of The Seller's solicitor's invoice for the work which they have carried out such monies being payable whether or not proceedings are issued.
Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
No waver or forbearance by the seller (whether express or implied) in enforcing any of its right under this contract shall prejudice its right to do so in the future.
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 the Purchaser any sums paid in respect of the price payable for the goods. The Seller shall not be liable for any loss or damage whatever arising from such a cancellation. The Cold Sore Machine is for PERSONAL USE only, which mean that it may be used on 1 end user only. The statement relating to "unlimited cold sore treatments" relates to the treatment of a single individual for the duration of the warranty period (1 year).
The terms and conditions of sale are governed by English law and any disputes rising out of any contract made between the Seller and Purchaser shall be heard and determined by an English Court of competent jurisdiction or, at the option of the Seller, shall be submitted to arbitration in accordance with and subject to the provisions of the Arbitration Act 1950 as amended or any statutory modification or re-enactment thereof for the time being in force.
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