148 / PERSONAL PROTECTION EQUIPMENT www.youtube.com/NortonAbrasivesEMEA PERSONAL PROTECTION EQUIPMENT 1. (a) In these conditions ‘the Company’ means Saint-Gobain High Performance Solutions UK Ltd (trading as Saint-Gobain Abrasives) and ‘the Customer’ means the individual, firm, company or other party with whom the Company contracts. ‘Supply’ includes (but is not limited to) any supply under a contract of sale. ‘International Supply Contract’ means such a contract as is described in section 26(3) of the Unfair Contract Terms Act 1977. (b) No order in pursuance of any quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company. Any contract made between the Company and the Customer (herein called ‘the Contract’) shall be subject to these conditions and save as aftermentioned no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Company only if in writing and signed by a director. (c) Unless otherwise agreed in writing by the Company these conditions shall override any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negotiations. (d) Any description contained in the Company’s catalogues, samples, price lists or other advertising material is intended merely to present a general picture of the Company’s products and services and shall not form a representation or be part of the Contract. (e) In the event that the Company has not given a written acknowledgement of the Customer’s order these conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract. (f) In the event that the Customer orders any goods by telephone, any subsequent written order received from the Customer will be deemed to be a confirmation of the order given on the telephone if and only if the written order is (i) marked with the Company’s reference number given to the Customer on the telephone and (ii) marked ‘Confirmation Only’. Any written order not so marked will be deemed to be a further order from the Customer and may be accepted accordingly. (g) The Company reserves the right to correct any employee clerical or typographical errors made at any time. 2. (a) Where goods are made to the Customer’s specification, instructions or design, the Customer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, design rights, registered design, trade mark, trade name, copyright or other intellectual property rights and any loss, damage or expense which it may incur by reason of such infringement in any country and the Customer undertakes further to indemnify the Company for any loss damage or expense in respect of any liability arising under or by reason of the provisions of the Consumer Protection Act 1987 in relation to the specification or design of such goods. (b) The Customer warrants that it will pass on to all third parties to whom it may supply the goods all information as to the use and safe handling of the goods as may have been passed on to the Customer by the Company. 3. (a) Subject to any agreement to the contrary the Company’s quotations are provisional and may be altered to take account of any changes taking place between the date of quotation and the Company’s acceptance of the Customer’s order in the price of raw materials, rates of wages and other costs of production or in the Customer’s specification, instructions or design or in the event that the Customer orders part only of the quantity referred to in any quotation. (b) The Company shall be entitled to increase its prices at any time to take account of any increase in the cost to the Company of purchasing any goods or materials or manufacturing working on or supplying any goods or services (including any such increase arising from any error or inadequacy in any specification, instructions or design provided by the Customer or any modification carried out by the Company at the Customer’s request) and such increased prices ruling at the date of despatch by the Company shall be substituted for the previous Contract price. All prices quoted are exclusive of VAT and the Customer shall pay any and all taxes duties and other government charges payable in respect of the goods or services. 4. (a) Unless otherwise agreed in writing by the Company, the Company shall deliver the goods by the means most convenient to the Company to the address or addresses specified by the Customer or (in the event that the Customer fails to specify an address) to any address at which the Customer resides or carries on business and off-loading shall be at the Customer’s risk. (b) If the Contract is an International Supply Contract it shall be deemed to incorporate the latest edition of Incoterms current at the date of the Contract save that in the event of any inconsistency between incoterms and any express term of the Contract the latter shall prevail. The Company shall be under no obligation to give the Customer the notice specified in section 32 (3) of the Sale of Goods Act 1979. (c) Save in the Case of International Supply Contracts and subject to any agreement in writing by the Company, the risk in goods which the Company agrees to supply shall pass to the Customer on the relevant date as defined in sub paragraph 5 (a) hereof or the date (if earlier) on which, the goods being ready for delivery, delivery is postponed at the Customer’s request. (d) The Company shall not be liable for any loss of or damage sustained by any goods left with the Company howsoever caused and whether or not attributable to negligence on the part of the Company or negligence or wilful default on the part of any servant or agent of the Company. (e) Should the Company be delayed in or prevented from making delivery of the goods or carrying out the services due to war, governmental or parliamentary restrictions, strike, lockouts, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortage of labour or of raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising there from. (f) While the Company will endeavour to deliver the goods or complete the services by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any failure to deliver or complete by such a date or within such a period. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received. 5. (a) For the purposes of this paragraph the goods shall mean the whole or any instalment of the goods which the Company has agreed to supply or to which the Company has agreed to carry out work and the relevant date shall be the date on which (i) the Company despatches the goods or (ii) the Customer takes delivery of the goods at the Company’s premises, whichever is the earlier, or (iii) (in the case of services) the services or any part thereof are carried out. (b) Unless otherwise specified in writing by the Company payment for the goods or services or any part thereof shall be made by the customer net cash not later than the end of the month following the month in which the relevant date falls. Time for payment shall be of the essence of the Contract. Without prejudice to any other rights of the Company interest will be payable on all overdue accounts at Barclays Bank PLC base rate plus 4% and for the purpose of paragraphs 6 and 8 hereof the full purchase price of the goods or services shall include any interest payable hereunder. (c) Queries or inaccuracies regarding the invoice will only be entertained if the Customer has given the Company written notice of such queries or inaccuracies within 14 days of the invoice date. (d) The Customer shall make all payments due in full without any deduction by way of set-off, counterclaim, discount or abatement, unless the Company expressly agrees otherwise. 6. (a) If the Customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have an administrative receiver or administrator appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if there shall be any breach by the Customer of any of the terms and conditions hereof the Company may defer or cancel any further deliveries and treat the Contract as determined but without prejudice to its right to the full purchase price for goods delivered and services provided and damages for any loss suffered in consequence of such determination. (b) Cancellation by the Customer will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation will be paid by the Customer to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing. (c) A charge will be made for any costs incurred by the Company due to suspension or deferment of any order by the Customer or in the event that the Customer defaults in collecting, or giving instructions for the delivery of, any goods. 7. (a) No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Customer shall have given to the Company written notice of such damage, shortage or loss with reasonable particulars thereof within 14 days of receipt of the goods or (in the case of total loss) of receipt of the invoice or other notification of Conditions of Sale-General Conditions for the Supply of Goods and Associated Services (Feb 2021)
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