1. Interpretation  

1.1

The definitions and rules of interpretation in this condition apply in these conditions. 

Buyer: means the person, firm or company who purchases the Goods from the Seller. 

Conditions: means the standard terms and conditions set out in this document and include any special conditions agreed in writing between the Buyer and the Seller.   

Contract: means any contract between the Buyer and Seller for the sale and purchase of the Goods.    

Goods: means the goods agreed in the Contract to be supplied to the Buyer by the Seller. 

Seller: means South East Asian Stock Services a division of South East Asian Trading Services Limited.  

1.2

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.    

1.3

Words in the singular include the plural and in the plural include the singular. 

1.4

A reference to one gender includes a reference to the other gender. 

1.5

Condition headings do not affect the interpretation of these conditions. 
 

2. Basis of Sale    

2.1

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller in accordance with clause 3.1 which shall in any event be subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer.

2.2

No variation to these Conditions shall be binding unless agreed in writing between authorised representatives of the Buyer and the Seller.   

2.3

In entering into the Contract the Buyer acknowledges that it does not rely on any representations made by the Seller’s employees concerning the Goods, unless such representations have been confirmed in writing. 

2.4

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.    
 

2.5

A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise a quotation at any time prior to the Seller’s acceptance of the Buyer’s order.  
 

3. Orders

3.1

No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgment of order is issued by the Seller.

3.2

The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. 

3.3

Subject to clause 3.6 below, the quantity, quality and description of and any specification for the Goods shall be as set out in the Seller’s quotation or acknowledgement of order subject to those Goods remaining unsold.  Unless a specific validity is offered within the quotation. 

3.4

The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to the Sellers specification, which do not materially affect their quality or performance.

3.5

No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

3.6

If the Seller delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity stated in the Contract, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for the goods at a pro rata Contract rate. 

4. Price

4.1

The price of the Goods shall be the Sellers quoted price. All prices quoted are valid for 7 days only or until earlier acceptance by the Buyer, after which time such quote will lapse and the Seller may alter the prices without giving notice to the Buyer.

4.2

The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3

Unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Sellers premises, the Buyer shall be liable to pay the Sellers charges for carriage.

4.4

The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Payment 

5.1

Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2

The Buyer shall pay the price of the Goods within 30 days net monthly after the Goods are delivered, and the Seller shall be entitled to recover the price, notwithstanding that the property in the Goods has not passed to the Buyer.   
 

5.3 

Time for payment shall be of the essence.    

5.4

If the Buyer fails to pay the Seller any sum due pursuant to the Contract, the Seller shall be entitled to: 

5.4.1 cancel the Contract or suspend any further deliveries to the Buyer;

5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit; and

5.4.3 charge the Buyer interest at the rate of 3 per cent per annum above the Bank of England base rate from time to time calculated on a daily basis, until payment in full is made.

5.5

In the event that the Seller owes money to the Buyer under any Contract or other arrangement entered into between the Seller and the Buyer the Seller shall be entitled to set off such sums owed by the Seller to the Buyer against any sums which the Buyer shall owe to the Seller pursuant to this Contract.

6. Delivery

6.1

Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2

Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3

The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.  

6.4

Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

6.5

If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided adequate delivery instructions, then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1 store the Goods until actual delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); or

6.5.2 sell the Goods at the best price obtainable and (after deducting all related costs including insurance and storage) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

6.6

The Buyer shall examine the Goods upon delivery and satisfy itself that they conform to Contract. The Seller will not accept a claim that Goods are not in accordance with the Contract unless the Buyer gives notice in writing to the Seller, specifying the alleged default within 2 days of delivery of the Goods.

6.7

Any Goods considered to be damaged or defective (together with their packaging materials) shall be retained by the Buyer intact as delivered for a period of 21 days from written notification of the claim to the Seller, within which time the Seller or its agents shall have the right to investigate the complaint and examine the Goods and, if possible, to remedy any defect. Any breach of this condition will release the Seller from any liability for Goods which are alleged not to conform to the Contract.

6.8

If the Seller agrees with the Buyer that the Goods are damaged or defective and that it is not possible to remedy any defect then the Seller shall, either, replace the Goods within a reasonable time or issue a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.9

If the Seller disagrees with the Buyer that the Goods are damaged or defective then the dispute shall be referred to an independent third party appointed jointly by the Seller and the Buyer or, failing agreement within 7 days, by a party appointed, on the application of either the Seller or the Buyer, to the President for the time being of Institute of Chartered Accountants. Such independent third party shall act as an expert and his decision shall be final and binding on the Seller and the Buyer, and his costs shall be borne equally by the Seller and the Buyer.

6.10

The Seller shall have no liability to the Buyer in respect of damaged or defective Goods (and the Buyer shall be required to pay the full Contract price) where:

6.10.1 any claim made by the Buyer is not in accordance with these Conditions; or

6.10.2 damage has been sustained after delivery of the Goods to the Buyer, or its agents; or

6.10.3 a receipt has been obtained by the Seller, duly signed by the Buyer or one of its employees or agents, confirming that the Goods have been delivered in a satisfactory condition.

7.Non Delivery  

7.1

The Seller shall not be liable for any non delivery of Goods (even if caused by the Seller’s negligence) unless the Buyer gives written notice to the Seller of the non delivery within 2 days of the due date for delivery. 

7.2

Any liability of the Seller 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. 
 
 

8. Risk/Title 

8.1

The Goods are at the risk of the Buyer from the time of delivery. 

8.2

Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared finds) all sums due to it in respect of: 

8.2.1 the Goods and 

8.2.2 all other sums which are or become due to the Seller from the Buyer on any account. 

8.3

Until such time as the property in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Buyer irrevocably authorises the Seller and its agents and employees to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

8.4

The Buyer shall not be entitled to encumber or in any way charge any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due immediately. 

8.5

The Buyer’s right to possession of the Goods shall terminate immediately if: 

8.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relation to the insolvency or possible insolvency of the Buyer; or 

8.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligation under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade.   

8.6

If clause 8.5 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the Buyer shall immediately inform the Seller of the circumstances and in accordance with clause 8.3  of this Contract will ascertain and identify the Sellers Goods and in absence of payment of the price which shall become immediately due the Buyer will make available the Sellers Goods for collection.   

9. Limitation of Liability

9.1

The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

9.1.1 any breach of these Conditions; 

9.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and  

9.1.3 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.  

9.2

All Warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 

9.3

Nothing in these Conditions is intended to exclude or limit the liability of the Seller to the Buyer for:

9.3.1 death or personal injury caused by the Seller’s negligence; or

9.3.2 under section2 (3) Consumer Protection Act 1987; or 

9.3.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or 

9.3.4 for fraud or misrepresentation.   

9.4

Subject to condition 9.2 and condition 9.3: 

9.4.1 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of the Contract shall be limited to the Contract price; and    

9.4.2 the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract. 

10. Force Majeure 

10.1

The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the quantity of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, tempest, fire, accident, explosion, flood, epidemic, lock-outs, import or export regulations or embargoes, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.    

11. Indemnity

11.1

If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

11.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;

11.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

11.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (consent not be unreasonably withheld);

11.1.4 the Buyer shall do nothing which would or might invalidate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

11.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (consent not to be unreasonably withheld) to be paid by, any other party in respect of any such claim; and

11.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.

12. Export Terms

12.1

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  these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

12.2

Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

12.3

The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

12.4

Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea port of shipment.

12.5

The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Sellers premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which are made after shipment, or in respect of any damage during transit.

12.6

Payment will be 30 days following month of invoice, or made by irrevocable letter of credit opened by the Buyer at Buyers expense in favour of the Seller and confirmed by a recognised European Bank acceptable to the Seller or, if the Seller has agreed in writing on or before acceptance of the Buyers order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Seller at such branch of HSBC Bank Plc in England as may be specified in the bill of exchange. 

12.7

The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer at or before the time the Buyers order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country. 
 
 

13. Assignment 
 

13.1

The Seller may assign the Contract or any part of it to any person, firm or company.  
 

13.2

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller. 
 
 

14. General

14.1

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 registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 

14.2

Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not. 
 

14.3

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. 
 

14.4

Failure or delay by the Seller 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. 
 

14.5

Any waiver by the Seller 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 shall in no way affect the other terms of the Contract. 
 

14.6

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. 
 

14.7

The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.   
 

15.Communications 

15.1

All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by email:

15.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or

15.1.2 (in the case of the communications to the Buyer) to the  registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer. 

15.2

Communications shall be deemed to have been received: 
 

15.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or 
 

15.2.2 if delivered by hand, on the day of delivery; or 
 

15.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. 
 

15.2.4 if sent by email requesting receipt by return.