Standard Conditions of Sale

Quotations

Quotations are for information only and not binding until an order has been accepted by the Seller in writing. Seller reserves the right to revise quoted prices and charges in the event of any change in costs and/or prevailing conditions between the date of quotation and the date of order acknowledgement. Standard conditions apply unless otherwise specified.

Prices

Seller reserves the right by notice given at any time before delivery to increase the price from that advised in the order acknowledgement if such increase is due to increased cost of raw materials, labour or transport or any changes in government fiscal regulations or any other causes beyond the Seller’s control. If the Buyer considers such an increase in price to be unreasonable he may by notice in writing given within 14 days of receipt of Seller’s revised price, cancel the balance of the order remaining undelivered at such date.

Delivery

Delivery shall be deemed to be affected for all purposes when:

  1. Materials have been delivered by or on behalf of Seller at the address previously agreed between Seller and Buyer, or
  2. When Materials as previously instructed and whether F.O.B. or C.I.F. have been delivered to dockside for loading on vessel, or
  3. When the Materials are to be collected by arrangement previously made between Seller and Buyer, when they have been so collected by Buyer or anyone acting on his behalf, or have remained uncollected contrary to arrangements previously made for a period of seven days after such an agreed date of collection.

Failure to make or take delivery

  1. Seller shall not be liable in any way in respect of late despatch or delivery however caused, nor shall such failure to despatch be deemed to be in breach of contract.
  2. Should Buyer, or his consignee, fail to take delivery of the Materials or any part thereof at the times and places previously agreed without just cause or excuse then Seller shall be entitled to cancel such delivery and all other outstanding deliveries and to charge Buyer with any loss suffered.
  3. Contract work: No absolute guarantees meeting quality or quantity can be made when the chemistry run is either new or is carried out at a scale larger than previously run. Onyx will in these circumstances use reasonable endeavours to agree a mutually acceptable basis to satisfy requirements.

Notification of damage or loss

All claims for damage to or partial loss of Materials in transit must be submitted in writing to both the carrier and Seller within 5 days of delivery.
All claims for non delivery of the whole of any consignment or of any separate package forming part of a consignment must be submitted in writing to the carrier and to the Seller within 10 days of date of Seller’s invoice or advice note in the case of deliveries in the UK and within twenty-one days in the case of deliveries outside the UK or such longer period as may be agreed in writing between the parties.
In the absence of notification of claims within the times mentioned above the Materials shall be deemed to have been delivered in accordance with the contract.

Packages

Containers in which Materials are delivered are non-returnable unless otherwise described. Containers which are advised are returnable will be charged by Seller but will be credited in full if refunded to Seller, carriage paid, in good condition within sixty days of delivery to Buyer.

Analysis, weights and quality tolerances

  1. The analysis and weight certified by Seller shall be the basis of each invoice.
  2. In the event of a claim by Buyer that analysis or weight cannot be agreed such disagreement must be noted in writing to Seller within thirty days of delivery.
  3. No such claim as mentioned in (2) will be accepted unless and until Seller has had reasonable opportunity to re-sample or re-weigh such Materials. In no circumstances will any claim be accepted foe any materials which have not been made available to Seller for rechecking or which are not otherwise accepted for credit in writing by Seller.
  4. Seller reserves the right to deliver against any order an excess of deficiency up to 3% by weight or volume of the quantity ordered.

Returns of Materials supplied

No Materials may be returned by Buyer unless Seller’s consent has previously been given in writing for such returns.

Force Majeure

If by reason of fire, accidents, war, strikes, lockouts, riots, civil commotions, Government prohibition or restriction or any other cause (whether or not of the same nature as the foregoing) beyond the control of either of the parties Seller is prevented from or delaying or hindered in effecting despatch or making delivery of the Materials or any part thereof at the times or places stated for delivery, then a reasonable extent ion of time shall be granted.
In any event Seller shall not be liable in any way for loss or damage arising directly or indirectly through or indirectly through or in consequence of any such events or happenings.

Warranties

  1. Seller warrants that the Materials delivered to the Buyer shall be of merchantable quality and shall comply with the specification or description referred to in the contract. Seller’s liability under the said warranty is limited to the price of the Materials proved to be defective, and for this purpose the price shall be deemed to be the invoiced price of the Materials.
  2. Save as aforesaid all express or implied conditions, warranties and representations, statutory or otherwise, as to quality or correspondence with any description or sample or fitness for any purpose of the Materials are hereby expressly excluded, and to assure that the Materials are suitable for any particular purpose they should be tested before use or resale.
  3. All recommendations and advice given by Seller or his agents to Buyer as to the mode of storing, applying or using the Materials are given without liability on the part of Seller and no responsibility will be accepted by Seller for any injury, loss or damage whatsoever arising directly or indirectly from its storage, applications or use.

Terms

  1. Deliveries to UK customers are net cash within 30 days of invoice to approved credit accounts only.
  2. Terms for new customers or others not having approved credit accounts are to be negotiated at the time of the order.
  3. Late payments may be charged with interest at 2% above bank base rate.

Default

Should default be made by Buyer in paying any sum due under any contract and when it becomes due or if Buyer should commit an act of bankruptcy or enter into liquidation or if a receiver of Buyer’s assets be appointed or an arrangement or composition be made with creditors then Seller may at his sole discretion without notice in writing suspend or terminate any contract then in being so far as any further Materials remain to be delivered without prejudice to any claim or right Seller may otherwise make or exercise.

Contracts

International sale contracts arising from this agreement shall be governed by the United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) and by the INCOTERMS 2000.

Governing Law

The interpretation and performance of any contract and of these conditions will be governed by English Law.

Intellectual Property

Ownership of all patentable inventions and improvements thereto which arise from information or work originated by the Customer in connection with the project shall vest in the Customer.