Ideal Standard & Armitage Shanks Spares

1 General
1.1 These Conditions of Sale ("Conditions") shall be incorporated into each contract ("the Contract") made between Ideal Standard (UK) Limited ("the Company") and the buyer ("the Buyer") for the sale and purchase of the Company's products ("the Goods"). The Company contracts only on these Conditions and any additional terms agreed in writing and signed by a duly authorised representative of the Company. No conditions or terms of the Buyer under any purchase order, confirmation of order, specification or other document shall apply to the Contract and the Buyer waives any right which it may have to rely on such terms and conditions. No variation of any of these Conditions or representation about the Goods shall be effective unless agreed in writing and signed by a duly authorised representative of the Company. If the Buyer's order attempts to exclude these Conditions such exclusion shall be ineffective.
1.2 These Conditions shall have effect in place of any earlier version or edition of conditions of sale of the Company which may have previously been notified to the Buyer.

2 Specifications and Information
2.1 Since the Company's policy is one of continuing improvement in the design, specification and manufacture of its products, and since the Goods are agreed to be supplied subject to reasonable availability to the Company of suitable materials, the right is reserved without notice to substitute materials, components and units other than those mentioned in the Contract.
2.2 Whilst the Company seeks to ensure consistent shades in the Goods, some variation is unavoidable, particularly between articles of different material or manufacture. All drawings, descriptive matter, colours and colour samples, weights, dimensions, specifications, capacities, brochures, catalogues, price lists and all advertising matter are published or issued for the sole purpose of identifying the Goods or giving an approximate idea of the nature of the Goods described therein, and no information contained in any of them shall form part of the Contract.
2.3 All drawings and specifications supplied by the Company are and shall remain the Company's property and must not be reproduced or divulged by the Buyer without the Company's prior written permission.
2.4 If the Goods are agreed to be supplied in accordance with specifications supplied by the Buyer, the Buyer shall be solely responsible for those specifications including ensuring that they are accurate and that the Goods supplied in accordance with those specifications are fit for the Buyer's purpose.

3 Formation of the Contract
3.1 The publication of the Company's price list is not an offer to sell the products listed therein to the Buyer or any person and the issue of a quotation to the Buyer is only an invitation to treat. Orders must be made or subsequently confirmed by the Buyer in writing. No order placed by the Buyer shall be deemed to be accepted and there shall be no contract between the Buyer and the Company unless and until the Company has despatched written acceptance of the Buyer's order.
3.2 The Buyer shall ensure that the terms of its order are complete and accurate.

4 Prices
4.1 All prices quoted or printed in any catalogue or price list or otherwise stated or given are subject to variation or withdrawal at the sole discretion of the Company at any time without prior notice.
4.2 All prices are exclusive of value added tax.

5. Packaging and Pallets
5.1 Packaging for the Goods shall be at the Company's discretion. The Company shall be entitled to pack the Goods in such manner and with such materials and in such quantities as it thinks fit, unless the Company has agreed in writing with the Buyer special packaging instructions.
5.2 Ordinary and usual packaging is included in the price of the Goods. Special packaging requested by the Buyer or deemed necessary by the Company shall be charged to the Buyer at cost.
5.3 Any pallets on which the Goods are supplied shall remain the property of the Company and the Buyer shall keep them in good condition (fair wear and tear excepted) and store them free of charge until collected by the Company. The Buyer shall pay to the Company the full replacement value of any pallet lost or damaged whilst in the Buyer's possession and authorises the Company to deduct such sum from any sums due to the Buyer.
5.4 The Company may change the specifications of its pallets at any time.

6 Carriage
6.1 Carriage of the Company's choice to mainland UK destinations is included in the price of the Goods. An additional charge is made for carriage to Northern Ireland and UK islands. Any special carriage requirements of the Buyer agreed to by the Company shall be charged to the Buyer at cost.

7 Payment
7.1 Unless otherwise agreed in writing by the Company, payment of the price for the Goods is due no later than the last day of the month following the month of delivery of the Goods. Time of payment shall be of the essence of the Contract.
7.2 The Buyer shall make all payments due under the Contract without any deduction by way of set off, counterclaim, discount, abatement or otherwise.
7.3 If any invoice of the Company remains outstanding after the due date for payment (without prejudice to any other rights it may have) the Company shall be entitled:-
7.3.1 to suspend the fulfilment of all or part of its obligations under the Contract or any other contract with the Buyer until payment in full (together with any interest due thereon) is received by the Company and to elect to treat the Contract as repudiated by the Buyer if within 14 days following a written notice from the Company the Buyer has not paid all sums due to the Company; and/or
7.4.2 to charge the Buyer interest on all outstanding sums from the due date until payment in full is received (whether before or after judgment) on a day to day basis at a rate of 2% per annum above the base rate from time to time of the Company's bankers; and/or
7.4.3 to payment from the Buyer on demand on a full indemnity basis of all costs, charges and expenses incurred by the Company in recovering the overdue sum or sums.

8 Delivery
8.1 Unless otherwise agreed in writing by the Company, delivery shall take place when the Goods are unloaded at or delivered to the Buyer's premises or other delivery location agreed in writing between the Company and the Buyer. If the Buyer collects or arranges collection of the Goods from the Company's premises, or nominates a carrier for the Goods, delivery shall take place when the Goods are loaded on to the vehicle used to collect the Goods.
8.2 Any time or date quoted by the Company for delivery is given and intended as an estimate only, and time for delivery shall not be of the essence of the Contract. The Company will use reasonable commercial endeavors to complete delivery on or before any delivery dates requested by the Buyer or estimated or agreed to by the Company but will not be liable for any loss (including loss of profit) costs, charges, damages or expenses caused directly or indirectly by any delay in delivery.
8.3 If the Buyer will not accept delivery of the Goods when they are ready for delivery the Company may:
8.3.1 effect delivery by whatever means it thinks most appropriate; or
8.3.2 arrange storage and insurance of the Goods at the Buyer's risk and expense pending delivery; or
8.3.3 re-sell or otherwise dispose of the Goods without prejudice to any other rights or remedies the Company may have against the Buyer for breach of the Contract or otherwise.
8.4 Where the Contract provides for delivery by instalments each instalment shall constitute a separate contract and any failure to deliver an instalment or defect in any one or more instalments delivered by the Company shall not entitle the Buyer to repudiate the Contract or to cancel any subsequent instalments of the Goods.
8.5 The Buyer shall not be entitled to reject the Goods by reason only of short delivery.
8.6 The quantity of the Goods delivered under the Contract shall be recorded by the Company upon despatch from the Company's factory or warehouse and (unless the Buyer can provide conclusive evidence to the contrary) the Company's record shall be accepted by the Buyer as conclusive evidence of the quantity received by the Buyer on delivery.
8.7 It is the Buyer's responsibility to notify the Company if the Goods have not been received by the Buyer within ten days of the date of receipt of the Company's invoice. If no notification is made the Buyer shall be deemed to have received the Goods.
8.8 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

9 Examination and Claims
9.1 The Buyer shall examine the Goods on delivery and shall promptly (but in any event within three working days of delivery) notify in writing the Company and the carrier, where relevant, of any apparent damage, defect or shortage.
9.2 Where applicable, the Buyer shall comply with the carrier's rules, regulations and requirements so as, where appropriate, to enable the Company to make a claim against the carrier in respect of any damage or loss in transit.
9.3 Notification under Condition 9.1 shall be first made by telephone and then by notice in writing delivered by fax or by first class recorded delivery post to the Company's facsimile number or address in the Company's order acknowledgment or invoice. In the absence of such notification, the Company shall, subject to any claim which the Buyer may have under the warranty in Condition 10.1, be deemed conclusively to have properly performed its obligations under the Contract.
9.4 Goods alleged to be damaged or defective must not be returned to the Company without its prior written permission and such permission shall be given only on condition that the Company shall be responsible for the collection of the Goods from the Buyer's warehouse and not from any other location.

10 Warranty
10.1 The Company warrants that Goods of the Company's own manufacture will be free from defects in design and manufacturing imperfections in material or workmanship for a period of six months from the date of the Company's invoice provided that the Buyer has given the Company written notice of any defect within seven days of discovery of such defect.
10.2 Where the Goods are not of the Company's own manufacture the Company shall use reasonable endeavors to extend to the Buyer or enforce on the Buyer's behalf the benefit of any warranty or guarantee which may have been given to the Company by its supplier of the Goods.
10.3 The Company's warranty in Condition 10.1 shall not apply:
10.3.1 to any defect in the Goods caused by the Buyer's or any third party's act, default or misuse of the Goods or by failure to follow any instructions supplied with the Goods;
10.3.2 if the Goods have been stored, handled or applied in a way likely to have caused the defect in the Goods;
10.3.3 if the Goods have been subject to alteration, modification, repair or an additional manufacturing process other than at the Company's factory or by persons not expressly nominated or approved in writing by the Company; or
10.3.4 if the Buyer makes any further use of the Goods after giving notice of any defect.
10.4 At the Company's request, the Buyer shall return to the Company at the Buyer's expense or allow the Company to collect from the Buyer's premises, the Goods the subject of the warranty claim.
10.5 Subject to Conditions 10.3 and 10.4, the Company shall at its sole option, repair, replace or give credit for the price of the Goods found not to be in compliance with the warranty in Condition 10.1. Where the design or specification of the Goods the subject of the warranty claim has been altered by the Company, the Company may at its option fulfil its obligations under its warranty by supplying replacement goods of the new design or specification.

11. Limitation of Liability
11.1 Subject as provided in Condition 10, the following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
11.1.1 any breach of these Conditions; and
11.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.

THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 11.4

11.4 Subject to Conditions 11.2 and 11.3:
11.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods; and
11.4.2 the Company shall not be liable to the Buyer for loss of profit, goodwill or business opportunity or production downtime or any type of indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12 Property and Risk
12.1 Risk in the Goods shall pass to the Buyer on delivery.
12.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full in cash or cleared funds:
12.2.1 all sums payable in respect of the Goods; and
12.2.2 all other sums which are or which become payable to the Company from the Buyer on any account including any interest on all sums.
12.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
12.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
12.3.2 store the Goods separately to other goods of the Buyer or any third party in a way that they remain readily identifiable as the Company's property;
12.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
12.3.4 maintain the Goods in satisfactory condition insured for their full price against all risks and hold the proceeds of insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
12.4 The Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be on the Buyer's own behalf in the ordinary course of the Buyer's business and the Buyer shall deal as principal when making such sale.
12.5 The Buyer's right to possession of the Goods shall terminate immediately if:
12.5.1 the Buyer has a bankruptcy petition presented or bankruptcy order made against it or applies for or makes an arrangement or composition with its creditors or (being a body corporate) convenes a meeting of creditors or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition is presented for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or an order is made pursuant to any such petition, or any proceedings are commenced relating to the insolvency of the Buyer; or
12.5.2 the Buyer encumbers or in any way charges any of the Goods or suffers or allows any execution to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts or the Buyer ceases to trade.
12.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

13 Termination of the Contract
13.1 Without prejudice to any other right or remedy of the Company in these Conditions or at law, the Company shall be entitled to immediately terminate the Contract by written notice to the Buyer in any of the circumstances where the Buyer's right to possession of the Goods has terminated.

14 Cancellation of the Contract
14.1 The Buyer shall not be entitled to cancel the Contract or any part of the Contract without the prior written consent of the Company. If the Company, in its sole discretion agrees to a request by the Buyer to cancel, the Company shall be entitled to recover from the Buyer compensation for loss of the Contract.

15 The Company's Distributors
15.1 The Company's distributors are resellers of the Company's products and do not have authority to give quotations or to accept orders or to assume any obligation or give any warranty or guarantee on behalf of the Company, except with the express prior written agreement of the Company.

16 Third Party Intellectual Property Rights
16.1 The Company does not give any warranty that the supply, possession or use of Goods which are not of the Company's design or manufacture will not infringe the patent, copyright, unregistered design right, registered design or other intellectual property right of any third party and the Company shall not be liable for losses or damages sustained by the Buyer as a result of a claim by any such third party.

17 Force Majeure
17.1 If the Company is prevented from or delayed in performing the Contract due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials (“Force Majeure Event”) the Company may elect at its sole discretion:
17.1.1 to cancel or terminate the Contract and refund to the Buyer any sums paid by the Buyer, following which the Company shall have no further obligation or liability to the Buyer; or
17.1.2 to reduce the volume of the Goods ordered and/or to defer the date of delivery of the Goods; or
17.1.3 to perform or complete performance of the Contract within a reasonable time following termination of the Force Majeure Event.
17.2 In the event the Company makes an election under Condition 17.1 the Buyer shall accept the Goods or such part of them as are delivered to it notwithstanding any delay.

18 General
18.1 The Buyer shall not assign the Contract or any part of it without the prior written consent of the Company.
18.2 The Company shall be entitled to assign the Contract or any part of it to any person, firm or company.
18.3 The Buyer shall not use the Company's name, logos or other intellectual property rights in advertising or publicity without the Company's prior written consent.
18.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
18.6 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and will not in any way affect the other terms of the Contract.
18.7 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to these Conditions to the party giving notice.
18.8 Nothing in these Conditions confers on any third party any benefit or any right to enforce any of these Conditions.
18.9 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English Courts.

THE FOLLOWING CONDITIONS APPLY TO EXPORT SALES ONLY

19. Export Conditions
19.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in, or given a particular meaning by the provisions of Incoterms, shall have the same meaning in the Contract but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
19.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 19 shall (subject to any additional special terms agreed in writing between the Buyer and a duly authorised representative of the Company) apply notwithstanding any other provision of these Conditions.
19.3 The price of the Goods is exclusive of any applicable value added tax and of any other tax imposed from time to time on the sale or importation of goods in or to the country of destination and of any other duties, imposts or levies imposed from time to time. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and their sale therein and for the payment of any duties thereon.
19.4 Carriage and delivery of the Goods and the passing of risk in the Goods and any obligation to insure the Goods whilst in transit shall be in accordance with the Incoterm agreed by the Company. The Company excludes any obligation to give notice to the Buyer to arrange insurance during transit.
19.5 By accepting delivery of the Goods, the Buyer shall be deemed to have accepted the Goods. The Buyer shall be responsible for ensuring that the Goods are fit for the purpose for which and the country in which the Buyer intends them to be used and that the Goods comply with all relevant legislation of such country.
19.6 Subject to any additional special terms agreed in writing between the Buyer and the Company, the Buyer shall pay for the Goods in advance or cash on delivery. The Company reserves the right at any time prior to delivery of the Goods to require the Buyer to make payment for the Goods by bill of exchange or irrevocable letter of credit or otherwise as the Company may require and to provide to the Company a bank guarantee or such other security as the Company may require.