The Terms and Conditions set forth refer to any order placed with Songkarn Ltd T/A Adini (hereinafter called the ‘Company’) by any other party (hereinafter called the ‘Customer’) calling for Goods (hereinafter called the ‘Goods’) supplied by the Company.
Any order placed by the Customer with the Company for the Goods whether placed orally or in writing shall be deemed to be made upon on the terms of these conditions. The Company does not accept any responsibility in respect of verbal representations and promises given by the Company’s employees or sales representatives at any time to the Customer unless they are confirmed in writing by a Director of the Company.
Written quotations and estimates issued by the Company shall be deemed to be subject to these conditions and shall be valid for twenty one days.
All prices quoted exclude packaging, carriage, insurance and VAT.
The Company reserves the right to vary its prices in proportion to any increase in costs of materials, labour or freight or variations in existing customs duties or rates of currency exchange occurring during the acceptance of the order and shall be deemed not to be included in acceptance of the order and shall be deemed to have been to have been waived by the Customer.
The Company will to the best of its ability comply with the Customer’s instructions concerning the dates of delivery of the Goods but it shall not be held responsible for the failure to comply with such instructions and without prejudice to the generality of the foregoing shall not be responsible for delays arising from industrial disputes, fires, breakdown of machinery or shortage of material or labour, or from any other circumstances beyond the Company’s control.
Goods will be dispatched at the Customer’s risk. Carriage is payable by the Customer for the delivery of the Goods.
Without any additional cost to the Customer the Company reserves the right to effect dispatch from any place other than that specified in any contractor agreement.
The Company grants the following guarantee with respect to the Goods.
(a) The Company shall free of charge either repair or, at its option, replace defective Goods where the defects appear under proper use within (2) months from the time of delivery provided that – notice in writing of the defects complained of shall be given to the Company immediately upon their appearance and in the case of non-receipt or short delivery within 14 days despatch and: such defects shall be found to the Company’s satisfaction to have arisen solely from the Company’s faulty design, workmanship or materials and: the defective Goods shall be returned to the Company at the Customer’s expense if so requested by the Company.
(b) Any repaired or replaced Goods shall be re-delivered free of charge to the original point of delivery but otherwise in accordance with and subject to these conditions save that the period (2) months referred to above shall be replaced by the unexpired portion of that period.
Alternatively the Company shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price shall already have been paid by the Customer to the Company, or if the price has not been paid, to relieve the Customer of all obligation to pay the same by the issue of a credit note in favour of the Customer in the amount of such price.
Subject as expressly provided in these conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
V Economic Loss
In no circumstances shall the Company be liable, in contract, tort or otherwise howsoever for any loss of profit, business, contracts, revenues, or anticipated savings or for any special indirect or consequential damage of any nature whatsoever.
Unless specifically agreed otherwise by the Company in writing all accounts shall be due for payment net 30 days from the date of the relevant invoice. In any case the Company reserves the right in accepting the order to demand payment in advance or suitable security in lieu. If payment is not so made or suitable security given the Company may annul any acceptance of the order and contract resulting there from, after 30 days prior to written notice has been given to the Customer and claim compensation for the consequences of non-observance of such contract by reason of the non-compliance with the conditions of payment by the Customer. No counter claim or set off by the Customer against the Company may be deducted in settlement.
In the case of (a) delay in payment or deterioration in the financial status of the Customer after the Goods have been despatched or (b) any bill or cheque not being duly met whether notice of dishonour has been given or not, or all sums due to the Company in respect of other business transactions with the Customer become due for immediate cash settlement, and are forthwith recoverable.
In the event that the accounts, having become due in accordance of this section, are not paid then and in such event the Company reserves the right and gives notice to the Customer of such right to charge interest from the due date from all sums due and outstanding at the rate of 2.5% per calendar month, or part of a calendar month on a day to day basis.
VII Reservation of Ownership
Notwithstanding delivery the property in the Goods shall not pass to the Customer until the Customer has paid in full the price of the Goods. Furthermore the property in the Goods shall not pass to the Customer unless and until the full price of any other delivered Goods the subject of any other transaction between the Customer and the Company has been paid (together the ‘value’).
Until the value has been received by the Company the Customer will hold the Goods as bailee and fiduciary agent on behalf of the Company. Subject thereto:
(a) The Customer will store the Goods on its premises separately from its own Goods or those of any other person and shall take all necessary measures for the protection of the Goods including insurance for the full replacement value of the Goods but shall be entitled to resell in Goods in the ordinary course of business;
(b) The entire proceeds therefore shall be held in trust for the Company and not mingled with other monies or paid into an overdrawn bank account and shall be at times identifiable as the Company’s money;
(c) Company may at any time if payment is overdue in whole or in part, for the purpose of recovery of the Goods, enter upon any premises where the Goods are stored or where they are reasonably thought to be stored and repossess the same. All costs and expenses reasonably incurred by the Company in connection with such recovery shall be paid by the Customer. Without prejudice to the foregoing the Company may recover the Goods and payment shall become due:
(i) The Customer does or fails to do anything which would entitle an Administrator or an Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Customer; and/or
(ii) The Customer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1986 or any statutory modification therefore.
If the Goods the property of the Company are mixed with the Goods the property of the Customer or are processed with or incorporated therein the product there from shall be deemed to be the sole and exclusive property of the Company. If the Goods the property of the Company are mixed with the property of any person other than the Customer or incorporated therein the product there from shall be deemed to be owned in common with that other person. The provisions of clause 2(b) shall apply mutatis mutandis to the proceeds of sale of any product referred to in this sub-clause.
Each of the preceding clauses and sub-clauses shall be construed and shall take effect separately and in the event of one or more such clauses or sub-clauses being held ineffective this shall not effect the validity of the remaining clauses or sub-clauses.
Samples are provided solely for the Customer’s own use and the Company reserves all rights in their design particularly in connection with the application for and registration of patents and trade marks.
IX Intellectual Property Rights
The Company shall have no liability to the Customer in the event that the Goods infringe any intellectual property rights of any third party and gives no warranty that the Goods will not infringe as aforesaid but shall undertake at its expense to conduct any litigation arising out of such alleged infringement provided that the Company is given the earliest possible notice in writing of any such claim being made or action threatened or brought against it and that it makes no admission of liability nor takes any other action in connection therewith.
Notices to be given by the Company to the Customer hereunder shall be sent to the registered office or the last known address of the Customer by telegram cable, first class post or fax. Notices to be given by the Customer to the Company shall be sent to the Company at 891 Great West Road, Isleworth, Middlesex TW7 5PD. Any notice posted by First Class post shall be deemed to have been received 72 hours after the time of posting and any notice given in any other manner shall be deemed to have been received at the time when in the ordinary course it may be expected to have been received. In proving service of notice it shall be sufficient to prove that delivery was made or that the envelope containing the notice was properly addressed and posted or that the telegram cable or fax was properly addressed and sent as the case may be.
XI Cancellation of Order
The Customer has the right to cancel their preseason order up to 4 weeks after confirming the order for whatever reason they deem fit. However after the stated period the Customer becomes liable to reimburse the Company half the order value as compensation for late Cancellation. Any variation in the obligations of the Company or the rights of the Customer under these general terms and conditions of sale shall be branded only if it recorded in a written document signed on behalf of the Company by a Director. All transactions will be subject to English Law.
The Goods are sold by the Company to the Customer for the purposes of resale only, and accordingly they shall not be exhibited at any exhibition in the United Kingdom or elsewhere without the Company’s written permission. If the above conditions are not complied with in full the Company reserves the right to cancel all existing contracts and agreements between the Company and the Customer.
XIII Registered Office
The Registered Office of Songkarn Ltd (T/A Adini) is: Gladstone House,
77-79 High Street, Egham, Surrey, TW20 9HY, Company No. 1367442
XIV Company Bankers
HSBC Bank, 127 High Street, Middlesex, TW3 1QP, UK
Account No. 41587560 Sort Code 40-25-02