Carramore Conditions of Sale
CONDITIONS OF SALE (2011)
1) The Contract
a) The only terms and conditions of contract between Carramore International Limited ('the Seller') and the
Purchaser shall be those set out below, to the exclusion of any Conditions of Purchase, unless contrary terms
are expressly accepted in writing by a director of the seller.
b) The seller reserves the right to correct any clerical or typographical errors made by its employees at any time
c) No order based on any quotation shall be binding on the seller unless and until such order is accepted by the
company.
2) Catalogues, Drawings, Sketches, patents, Designs and Technical Information
a) All statements (whether written or oral), descriptions, drawings, sketches, photographs, diagrams, illustrations
or specifications concerning the goods made or given by or on behalf of the seller before contract, whether in
catalogues, leaflets, brochures price lists or otherwise, are for the purpose of guidance and information only
and shall not form representation or be a part of the contract.
b) Where the goods are sold by reference to descriptions in a catalogue, the goods are sold subject to the
tolerances and variations expressed or implied in the catalogue. In that the design and sources of supply
goods of altered design or from the new source of supply.
c) The Purchaser shall not use or deal with the goods or the Sellers catalogues, brochures, leaflets or lists to
infringe, interfere with or weaken any rights of the Seller under or in retrospect of any patents, processes,
proprietary information, trademarks, registered designs, logos, artwork r copyright for or in connection with the
goods. The seller shall have no liability for the infringement of any rights of any third party arising from the use
of the goods in combination with other goods, trademarks or processes not supplied by the Seller.
d) Where goods are manufactured to the design or specification of the Purchaser, the Purchaser warrants that
such design or specification does not infringe the rights of any third party.
3) Quotations and Prices
a) Our quotations are invitations to treat and not offers to sell.
b) Quotations expressed to be for a fixed price remain open for acceptance by the Purchaser within the period
stated in the quotation or if no period is stated, within 30 days of the date of the quotation irrespective of when
such quotation is received by the Purchaser. At the same time the Seller reserves the right to vary prices in
any quotation I the event of changes in the customer's instructions or in the event that the Purchaser orders
part only of the quantity referred to any quotation.
c) All prices quoted are exclusive of VAT, which shall be charged at the rate prevailing at the date of despatch,
unless the goods are for export and/or the documentation required by HM Customs and Excise can be
furnished to the Seller.
d) The Seller reserves the right to make any additional charge to cover the cost of necessary specialised
packaging used in the despatch of chemicals.
4) Delivery
a) Unless otherwise agreed in writing the seller shall deliver the goods to the address or addresses specified by
the customer (when these are in the United Kingdom) or (in the event of the Purchaser failing to specify an
address) to any address at which the customer resides or carries on business. The means of transport will be
that which is considered most appropriate by the seller, and will be charged to the Purchaser.
b) Unless otherwise specified, for all orders for delivery outside the United kingdom:
i) cases and other containers, packaging costs, dock and airport rates and customs entry, freight, insurance,
agency fees and other charges which may be incurred are chargeable to the Purchaser.
ii) Such orders shall be on an FOB/FCA basis, for delivery to London docks or London Airport and FOB/FCA
prices will include dock or airport charges. Deliveries to other docks or airports may be charged extra.
c) the seller undertakes to use its reasonable endeavours to deliver by specified dates. However, in all cases
delivery dates are estimates only and without commitment by or obligation on the part of the Seller. The
Purchaser shall not be entitled to cancel or to delay or refuse payment should delivery be made after the
established delivery date.
d) The seller shall be entitled to make delivery of the goods or carry out the services in instalments and the
Purchaser shall be obliged to pay for each instalment in accordance with the Sellers usual terms.
e) The Seller shall have the right to supply 10% more or less than the exact quantity ordered. A pro rata charge
at the quoted price will be made to cover any such variation.
f) Cancellation by the purchaser will only be accepted at the discretion of the Seller and if in writing, provided
that any costs or expenses incurred by the Seller from any cancellation and loss or damage resulting to the
Seller from any cancellation accepted by the Seller will be paid by the Purchaser to the Seller forthwith.
g) A charge will be made for any costs incurred by the Seller due to the suspension or deferment of any order by
the Purchaser or in the event that the Purchaser defaults in giving instructions for the delivery of goods.
h) Claims for shortages or damage goods before risk passes, must be made in writing within 3days or receipt if
delivery is in the United Kingdom or 14 days of receipt if delivery is outside the United Kingdom, failing which
proper delivery shall be conclusively be presumed to have been made.
5) Conditions, Warranties and Sellers Liability
a) all goods sold by the Seller are supplied with the benefit of the terms implied by section 12 of The Sale of
Goods Act 1972. Subject thereto, and whether or not the contract is a contract of sale, all other conditions,
warranties, and other terms expressed or implied, statutory or otherwise, are expressly excluded , save insofar
as contained herein or as otherwise expressly agreed by the Seller in writing provided that if and insofar as
any legislation or any other made thereunder shall make or have it made unlawful to exclude from the contract
any term or shall have made unforeseeable any attempt to exclude any such term, the foregoing provisions of
this paragraph shall not apply to any such term.
b) In the case of contracts for the international sale of the goods and for contracts for work and materials outside
the United Kingdom all conditions warranties and other terms express or implied statutory or otherwise are
expressly excluded save insofar as contained herein or as otherwise expressly agreed by the Seller in writing.
This clause is subject to the provision contained in sub-clause 5(a).
c) The seller shall have no liability in tort to the Purchaser or to any third party. The Purchaser hereby
represents that it is a competent user of the class of the goods to be supplied hereunder, that it is satisfied or
able to satisfy itself that the goods are safe to use, and that it will institute a safe system of working for the use
of the goods.
d) The Seller shall not in any instance be liable for any profit or other financial loss whenever and however
caused or arising in respect of goods supplied by the Seller.
Subject to the previous clauses of (5), the sellers liability for death of or personal injury to any person or any
loss or damage to property whatsoever shall be limited to the payment by the Seller not exceeding Pounds
sterling 5,000.0. or twice the price of goods in respect of which the liability arose, whichever shall be greater.
This limitation of the Sellers liability shall apply whether such damage or loss shall arise from any breach of
this contract or from any breach of any condition or warranty implied by law or custom, or from
misrepresentation by or the negligence of the Seller, its employees or agents.
e) Where goods are insured by the Seller at its discretion or at the request of the Purchaser, charges will be
made on the invoice. The Sellers liability under the insurance shall be limited to the amount received by the
Seller or the value of the goods whichever shall be the less, from which deduction may be made for expenses.
The Seller shall be under no liability to take proceedings for recovery of loss or damage.
6) Purchaser's Duty To Take Care
a) the goods, especially chemicals, may be dangerous if not properly used or stored and the appropriate
precautions taken. The Purchaser accordingly agrees that it shall take all such steps as are reasonably
practicable or usual to eliminate or reduce any risk to health and or safety to which use of the goods may give
rise and acknowledgements that where the goods are manufactured to a design supplied by the Purchaser
the Seller will not undertake any research as to the risks to health and or safety which may arise from the use
or storage of the goods. Where the goods are manufactured to a design supplied by the Purchaser, the
Purchaser shall comply with all the duties imposed by section 6 of The Health and Safety at Work etc Act
1974 on designers and further shall comply with all other duties which may be implied at law on a designer
and/or manufacturer of the goods.
b) The Purchaser shall indemnify the Seller against any claim, proceedings, costs, loss, damage or liability
suffered by the Seller as a result of any failure by the purchaser, or any other person in control of the goods,
to take such steps or ensures compliance with the duties referred to in clause (6a).
7) Passing of Risk and Property
a) The risk in the goods shall pass:
i) on orders for delivery within the United Kingdom on delivery to the carrier at the Seller's warehouse.
ii) on orders for delivery outside the United Kingdom on delivery according to the terms of the proforma on
which the contract is based, or delivery to a warehouse of the purchaser, whichever comes sooner,
otherwise FOB/FCA to the port/airport notified hereunder,
b) The goods shall remain the property of the Seller until the price has been fully paid and the Seller shall be
entitled to recover the goods at any time until the property passes the Purchaser shall take all reasonable
steps to keep the goods separately identified from other property, but shall not be prohibited from using such
goods.
8) Termination and Suspension
a) the seller shall have the right, without prejudice to its other rights, to cancel or suspend the performance of the
contract or any part thereof should the purchaser be in default of any of its obligations under the contract or
should there be any amounts due and unpaid by the Purchaser to the Seller whether in respect to the
Purchaser's obligations under the contract r any other contract.
b) If the Seller is at any time unable to perform its obligations for any circumstances beyond its control (as herein
after defined) it shall be entitled, on notice to the purchaser given within a reasonable time either to terminate
or suspend the contract or any part of it without incurring any liability whatsoever to the Purchaser. Without
limitation circumstances beyond the Seller's control shall include war, civil commotion or insurrection, strikes,
lockouts or other labour or industrial disputes, legislation whether by statue, regulation, instrument or order,
earthquake, fire flooding, tempest or abnormal weather conditions, breakdown or interruption of or disruption
in supplies, plant machinery or equipment or transport and all other occurrences or circumstances which
prevent, hinder or delay the Sellers performance of the contract.
9) Payment
a) For all sales in the United Kingdom payment of the full price and any additional transport, insurance,
packaging, and/or additional costs must be made before delivery unless other terms are agreed in writing by
the Seller. If credit is agreed and payment is not made in full as agreed the Seller shall be entitled to recover
interest on any unpaid amounts at 2% above Base Rate of Barclays Bank Plc ruling at the date the purchase
price is due.
b) For all sales outside the United Kingdom the Purchaser shall, unless other arrangements are agreed by the
Seller in writing, establish an irrevocable letter of credit confirmed by a major bank in the United Kingdom
which is acceptable to the Seller covering the purchase price and all shipping, transport, insurance, and other
additional costs or charges.
10) Proper Law
This contact shall be governed by and construed according to English law and the Purchaser submits to the
jurisdiction of the English Courts.
Poisons and Controlled Substances
The sale of poisons is regulated by the Pharmacy and Poisons Act 1933 (as amended) the Poisons List and
The Poison Rules. In addition, the Seller has to comply with UK, EU and UN legislation with regard to the
export of controlled substances. These controls are specified under the UK order only 'The Export of Goods
(Control) Order 1989' and subsequent amendments to this Order, the Controlled Drugs (Substances useful for
Manufacture) Regulations 1991, the Criminal Justice (International Co-operation) Act 1990; under the EEC
Council Regulation 3677/90 and the UN Convention against Illicit Traffic in Narcotic Drugs and Psychotropic
Substances 1988.
The majority of these substances are controlled due to their being drugs, chemical weapons, or precursors for
either category. Carramore International makes every effort to ensure that its goods are not used for illegal
purposes therefore 'End-User Details' may be required before we can process an order.