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Chinese CASTLE CHEMICALS LIMITED
GENERAL CONDITIONS OF SALE
MARCH 2021 Edition
The Buyer’s attention is drawn to the limitations of liability contained in this Agreement and in particular to the provisions of
clause 14 below. The Buyer’s attention is also drawn to the provisions of clause 18.1 which require the Buyer to examine the
Goods promptly after delivery.
- DEFINITIONS
In these Conditions:
1.1 “Castle” means Castle Chemicals Ltd (registered in
Scotland under number SC157459) whose registered office
is at 4th Floor, 115 George Street, Edinburgh, Lothian EH2 4JN
1.2 “Buyer” means any person or persons, firm or firms,
company or companies, authority or authorities who shall
order or buy the Goods.
1.3 “Contract” means the particular individual contract for the
supply of the Goods by Castle to the Buyer.
1.4 “Goods” means the goods or materials supplied or sold by
Castle to the Buyer as specified in the Sales Order
Confirmation.
1.5 “Incoterms” means Incoterms 2000 as published by the
International Chamber of Commerce in 1999 or such other
edition in force at the date when the Contract is made.
1.6 “Intellectual Property” means patents, registered and
unregistered trademarks, registered designs, applications
for any of the foregoing and the right to apply for any of the
foregoing in any part of the world, confidential information,
business names, brand names, copyright and rights in the
nature of copyright and design rights and get up, know
how, domain names, inventions, service marks, and
database rights and like rights wherever situated in the
world.
1.7 “Order” means an order placed for the Goods.
1.8 “Sales Order Confirmation” means the document entitled
sales order confirmation generated by Castle and sent by
post, fax or e-mail by Castle to the Buyer.
1.9 “Safety Legislation” means the Health and Safety at Work
Act 1974 etc. The Consumer Protection Act 1987 and all
regulations thereunder; The General Product Safety
Regulations 2005 and all other legislation from time to time
(including subordinate legislation and European Union and
European Economic Area legislation to the effect that it
has direct effect in Member States) imposing legal
requirements with respect to the safety of goods the
handling transportation storage or disposal of goods or
goods incorporating the Goods and the health and safety
of the users of the Goods.
1.10 “Special Conditions” means such additional terms agreed
from time to time in writing between Castle and the Buyer.
1.11 “Time of Delivery” has the meaning given in Clause 7.5,
7.6 or 7.7 as the case may be.
1.12 Reference to any statutory provision includes a reference
to that statute or statutory provision as from time to time
amended, extended or re-enacted.
1.13 To the extent of any conflict between these Conditions and
the Special Conditions, the Special Conditions shall
prevail.
1.14 Reference to any Clause is to a clause of these
Conditions.
1.15 In this document and in any Special Conditions:
1.15.1 the headings are for convenience only and shall not affect
the interpretation of this document or those Special
Conditions;
1.15.2 the use of the plural shall include the singular and the use
of the singular shall include the plural;
1.15.3 references to the masculine, feminine or neuter genders
shall include each and every gender. - APPLICABILITY OF TERMS
2.1 Unless otherwise expressly agreed in writing by Castle
every Contract shall be governed in all respects by these
Conditions and any Special Conditions. These Conditions
shall apply in respect of any containers or pallets
belonging to Castle which are used in connection with the
delivery of the Goods. These Conditions shall apply to any
services that Castle supplies which are ancillary to the
supply of the Goods to the maximum extent feasible.
2.2 Castle’s quotation is not to be taken as an offer and no
Contract shall take effect unless and until a Sales Order
Confirmation has been despatched by Castle to the Buyer.
2.3 Castle is prepared to receive the Buyer’s Order by
telephone, by fax or by e-mail but will accept no
responsibility whatsoever for any error or omission in the
transmission of the Buyer’s Order.
2.4 Castle shall be entitled to rely in all respects and in all
circumstances on the contents of the Sales Order
Confirmation as stating the quantity and grade of the
Goods that are to be supplied. Accordingly, it shall be the
Buyer’s sole responsibility to check Sales Order
Confirmation and to notify Castle forthwith after the receipt
of the same where the Goods are not properly stated in
the Sales Order Confirmation.
2.5 Where there is a conflict between the Sales Order
Confirmation and any quotation or estimate that Castle
may have given, the Sales Order Confirmation shall
always prevail.
2.6 The Buyer acknowledges that these Conditions shall
prevail over any qualification or condition purported to be
imposed by the Buyer and any previous course of dealing
between the Buyer and Castle.
2.7 The Contract shall be based solely on these Conditions
and any Special Conditions.
2.8 The Buyer expressly agrees that these Conditions and any
Special Conditions shall take precedence over any
contractual provisions proffered by the Buyer. Castle shall
not be bound by and does not agree to any contractual
provisions proffered by the Buyer save to the extent, if any,
that Castle expressly agrees to the same in writing. The
Buyer agrees that no actions taken by Castle shall be
interpreted as Castle accepting any contractual provisions
proffered by the Buyer. - PUBLICATIONS AND REPRESENTATIONS
3.1 All descriptions, illustrations and information contained in
(i) Castle’s catalogues, price lists, advertising matter and
other publications and (ii) labels attached or affixed to
Castle’s containers and packaging or any other collateral
item relating to the Goods shall be regarded as
approximate only and are to present merely a general idea
of the Goods described in them and shall not form part of
the Contract or be deemed to import any warranty
regarding the Goods unless and to the extent that the
contrary is expressly agreed in writing by Castle.
3.2
3.2 The Buyer acknowledges that in entering into the Contract,
it has not relied upon any oral or written representations
undertakings or warranties made by or on behalf of Castle
save to the extent that any such representation is set forth
in writing and expressly included in the Contract.
3.3 Nothing in the Contract shall be taken to exclude Castle’s
responsibility in the case of a fraudulent misrepresentation
made by Castle or for which Castle is liable. - PRICES
4.1 Save as otherwise agreed in writing by Castle or as
indicated in the Sales Order Confirmation or any Special
Conditions, the price of the Goods will be that prevailing at
the Time of Delivery. Save to the extent that the contrary
may be stated in the Sales Order Confirmation, the price of
the Goods is stated as a price per tonne, litre or kilogram
as appropriate. Save to the extent that the contrary may
be stated in the Sales Order Confirmation, the price of the
Goods shall exclude transportation, insurance, delivery
and unloading.
4.2 Save as expressly stated otherwise by Castle in writing,
prices are quoted by Castle exclusive of VAT, which Castle
shall add at the appropriate prevailing rate.
4.3 Castle shall be entitled to charge the Buyer interest on any
sums paid late under a Contract from the due date until the
date of payment. Such interest shall be calculated on a
daily basis at the rate of three per cent (3%) above the
base lending rate of National Westminster Bank plc from time to
time prevailing, as well after as before any judgement.
4.4 Where the price of an element of power, fuel, raw material
or transport used or contracted for by Castle to
manufacture the Goods increases above the price payable
as at the date of the Contract then Castle may increase the
price payable by the Buyer by a commensurate amount
calculated by Castle acting reasonably and taking into
account that increase and the proportionate amount of that
element within the total manufacturing cost of the Goods.
Castle shall notify or e-mail the Buyer of the said increase
in the price of the Goods. The Buyer may terminate the
Contract by giving notice to Castle promptly after receipt of
any such notice or e-mail. Where the Buyer does not
terminate the Contract promptly after receipt of any such
notice or e-mail and in any event twenty four (24) hours
before the time that the Goods are scheduled to leave
Castle’s premises, the Buyer shall be bound to accept the
delivery of the Goods at the new price. - RESERVATION OF TITLE – RISK AND PROPERTY
5.1 Risk of damage to or loss of the Goods shall pass to the
Buyer at the Time of Delivery.
5.2 Notwithstanding delivery and the passing of risk in the
Goods, or any other provision of these Conditions, the
property in the Goods shall not pass to the Buyer until
Castle has received in cash or cleared funds payment in
full of the price of the Goods.
5.3 Until such time as the property in the Goods passes to the
Buyer, the Buyer shall hold the Goods as Castle’s fiduciary
agent and bailee and shall keep the Goods separate from
those of the Buyer and third parties and properly stored,
protected and insured and identified as Castle’s property,
but shall be entitled to resell or use the Goods in the
ordinary course of its business.
5.4 Until such time as the property in the Goods passes to the
Buyer (and provided the Goods are still in separate
identifiable existence and have not been resold) Castle
shall be entitled at any time to require the Buyer to deliver
up the Goods to Castle and, if the Buyer fails to do so
forthwith, to enter upon any premises of the Buyer or any
third party where the Goods are stored and repossess the
Goods.
5.5 The Buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the
Goods which remain the property of Castle, but if the
Buyer does so all monies owing by the Buyer to Castle
shall (without prejudice to any other right or remedy of
Castle) forthwith become due and payable. - PAYMENT
6.1 Castle shall be entitled to submit an invoice to the Buyer at
any time on or after the Time of Delivery.
6.2 The Buyer shall pay Castle’s invoice in full by the 20th day
of the month following the month in which an invoice is
issued by Castle.
6.3 Notwithstanding the provisions of Conditions 6.1 and 6.2
Castle reserves the right (in Castle’s absolute discretion) to
require payment in full for the Goods on or before the Time
of Delivery or otherwise to change any credit facility from
time to time given to the Buyer.
6.4 The Buyer shall make no deduction from the invoice price
on account of any set-off, claim or counter-claim unless
both the validity and the amount thereof have been
admitted by Castle in writing.
6.5 Where Castle at any time invoices the Buyer in relation to
any Goods supplied in instalments pursuant to condition 8.1 below,
then the Buyer acknowledges and agrees that the Buyer shall
make payment to Castle in relation to any stage payment invoice in
accordance with condition 6.2 above and will not under any
circumstances seek to set off, deduct or counterclaim against any
payment due to Castle in relation to any claim that the Buyer may
then or later have against Castle in respect of any Goods supplied
or to be supplied by Castle which are not the subject of that stage
payment invoice. - DELIVERY
7.1 Where Castle agrees or states a specified delivery date,
Castle shall use reasonable endeavours to deliver on or
before the relevant date, but Castle shall be under no
obligation to do so.
7.2 Castle shall not be obliged to make delivery at any
specified time. The Buyer shall be obliged to accept any
delivery during the hours of 8:30 a.m. and 4:30 p.m. on a
day on which the banks are open for a full range of
transactions in the territory in which the Buyer is situated
(the “Normal Delivery Hours”). If the Buyer requests that
delivery take place at a specified time or outside the
Normal Delivery Hours and the same is recorded in the
Sales Order Confirmation, Castle will use its reasonable
endeavours to deliver at the specified time. Castle may
charge an additional amount for such delivery, at Castle’s
absolute discretion.
7.3 Time shall not be of the essence with respect to any of
Castle’s obligations arising under the Contract.
7.4 Castle shall not be liable in respect of any loss incurred by
the Buyer arising from any delay in delivery of the Goods
or performance of any service.
7.5 Where the Goods are delivered by Castle by road tanker
or similar vehicle, the Time of Delivery shall be when the
Goods pass the final flange on the road tanker.
7.6 Where the Goods are delivered by Castle by drum or other
container, the Time of Delivery shall be when the Goods
are removed from the transporting vehicle.
7.7 Where the Goods are collected from Castle by drum or
other container, the Time of Delivery shall be when the
Goods are lifted over the side of the transporting vehicle.
7.8 Where the Goods are collected from Castle’s storage tank
or site, in a road tanker or similar vehicle, the Time of
Delivery shall be when the Goods pass the final flange of
Castle’s storage tank.
7.9 Where the Goods are delivered in some manner other
than as specified in Conditions 7.4, 7.5, 7.6 or 7.8 above, the
Time of Delivery shall be when the Goods leave Castle’s
premises.
7.10 The provisions of Conditions 7.4, 7.5, 7.6, 7.8 and 7.9 above
are subject to any contrary provision of the Sales Order
Confirmation which may specify a different Time of
Delivery. Without limitation, the Sales Order Confirmation
may specify that an Incoterm applies in which event the
Time of Delivery shall be when delivery is effected as
stated in that Incoterm (and if none is so stated, then in
accordance with the provisions of Conditions 7.4, 7.5, 7.6,
7.8 and 7.9 above). - DELIVERY BY INSTALMENTS
8.1 Castle shall be entitled to deliver the Goods by
instalments. Each instalment shall be treated as if it
constituted a separate and distinct contract between
Castle and the Buyer.
8.2 Any failure, suspension or delay by Castle in respect of
any part-delivery of the goods or the discovery of any
defect in any of the Goods so delivered shall not entitle the
Buyer to cancel the remainder of the contract and shall not
affect the obligations of the Buyer in respect of the
remainder of the Goods or the remainder of the Contract. - SUITABILITY OF STORAGE AND OFFLOADING
FACILITIES
Castle reserves the right at any time to refuse to make
delivery of the Goods if in its sole opinion the storage and
offloading facilities proposed by the Buyer are inadequate
or unsuitable. Where the Goods are delivered by Castle
such delivery shall in no way constitute a commitment or
representation by Castle as to the adequacy or suitability
of the Buyer’s storage or offloading facilities. The Buyer
shall at all times be solely responsible and liable to ensure
that the Buyer’s storage and offloading facilities are
adequate and suitable. - FAILURE TO ACCEPT DELIVERY WHEN TENDERED
10.1 Where any delay in delivery of the Goods is caused by the
Buyer, Castle shall be entitled to charge the Buyer all
proper costs arising out of such delay including without
limitation the cost of returning the Goods to Castle’s
premises, of storing the Goods and of re-delivering the
Goods.
10.2 Where any delay in delivery of any services is caused by
the Buyer, Castle shall be entitled to charge the Buyer all
proper costs arising out of such delay including without
limitation the wasted cost of having men and materials
ready to deliver the service.
10.3 Notwithstanding Conditions 10.1 and 10.2 above, and subject
to any contrary provision that Castle may agree to in
writing, the Buyer shall be entitled to re-schedule on not
more than one occasion delivery of the Goods by giving
Castle reasonable notice so to do. - FORCE MAJEURE AND HARDSHIP
11.1 In this Clause 11, “Force Majeure Event” means an event
wholly beyond the reasonable control of the party claiming
the benefit of this Clause 11 (including its sub-contractors)
including, without limitation, act of God, war, riot, civil
commotion, compliance with a law or governmental order,
rule, regulation or direction, fire, flood, storm, riot, strike or
other industrial action (including without limitation strike or
other industrial action by the employees of the party
claiming the benefit of this Clause 11), failure by any statutory
undertaker, utility company, local authority or like body to
provide services, any failure, shortage or significant price
increase of power, fuel, raw material or transport, and any
act or omission of any third party to the extent that
performance of any obligation of the party claiming the
benefit of the Clause relies thereon.
11.2 Neither party shall be under any liability to the other party
in respect of any failure to perform or delay in performing
any of its contractual obligations to the other party (other
than an obligation to pay monies) attributable to any Force
Majeure Event and no such failure or delay shall be
deemed for any purpose to constitute a breach of contract.
The party seeking to take advantage of this Clause 11
shall:
11.2.1 give the other party notice as soon as reasonably
practicable of the said Force Majeure Event; and
11.2.2 use and continue to use its reasonable endeavours to
overcome the said Force Majeure Event and to minimise
the said failure or delay. - TERMINATION
12.1 If:
12.1.1 the Buyer makes any voluntary arrangement with its
creditors or (being an individual or firm) becomes bankrupt
or (being a company) goes into liquidation (otherwise than
for the purposes of a solvent amalgamation or
reconstruction) or has an administrator or administrative
receiver appointed over the whole or any part of its assets;
or12.1.2 an encumbrancer takes possession, or a receiver is
appointed, of any of the property or assets of the Buyer; or
12.1.3 the Buyer ceases, or threatens to cease, to carry on
business; or
12.1.4 Castle reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Buyer
and notifies the Buyer accordingly; or
12.1.5 any event takes place in any jurisdiction other than
England which is analogous to any of the above under this
Clause 12.1; or
12.1.6 the Buyer is in breach of any material provision of the
Contract and fails to remedy such breach within thirty (30)
days of a notice from Castle indicating the breach and
requiring the Buyer to remedy the same.
12.2 Where Clause 12.1 applies then, without prejudice to any
other right or remedy available to Castle, Castle shall be
entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to the
Buyer.
12.3 Where Clause 12.1 applies and if the Goods have been
delivered but not paid for, the price shall become
immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.
12.4 The Buyer may terminate the Contract at any time not less
than twenty four (24) hours before the time that the Goods
are scheduled to leave Castle’s premises provided always
that where the Buyer excercises this right, the Buyer shall
be liable to compensate Castle for costs incurred prior to
receipt by Castle of notice of such termination. Castle may
issue an invoice for such costs at any time after such
notice of termination has been received. - VARIATION IN SPECIFICATION
13.1 Castle’s only responsibility shall be to deliver Goods in
accordance with any formal written specification referred to
in the relevant Sales Order Confirmation. If the Buyer
wishes an alternative specification the Buyer must raise
that issue prior to the Contract being entered into.
13.2 Castle shall be responsible for ensuring that the Goods
when supplied are in accordance with the specification.
Castle shall not be obliged to undertake any tests not
relating to the specification. Without limitation, Castle shall
not be under any obligation to test for any contaminant not
envisaged by the specification. The Buyer shall in
accordance with good manufacturing principles also check
that the Goods meet the specification prior to using the
Goods or supplying the Goods to a third party.
13.3 Where the Goods are pre-packaged goods that are sold
on by Castle in the same packaging as they are bought by
Castle, then in place of Conditions 13.1 and 13.2 above,
Castle’s only obligation shall be to use its reasonable
endeavours to pass on to the Buyer the warranties given
to Castle by the seller of the Goods to Castle.
13.4 Castle may by giving written notice or e-mail to the Buyer
vary the specification of the Goods at any time. The Buyer
may terminate the Contract by giving notice promptly after
receipt of any such notice or e-mail. - LIABILITY
14.1 Save as expressly provided in these Conditions or in any
individual Contract, all terms, conditions and warranties
implied by statute, common law or otherwise howsoever
arising are excluded to the fullest extent permitted by law.
The Buyer is solely responsible for satisfying itself and
others as to the suitability of the Goods for any particular
purpose and the Buyer acknowledges that it is relying
solely on the Buyer’s own skill and judgement and not
Castle’s in determining such suitability. Castle warrants
that the Goods will comply with the specification previously
supplied to the Buyer, as further provided for in Clause 13
above. If no specification has previously been supplied to
the Buyer, a specification will be supplied to the Buyer on
request and Castle warrants that the Goods will comply
with that specification.
14.2 Castle’s charges to the Buyer are determined on the basis
of the exclusions from and limitations of liability contained
in the Contract. The Buyer expressly agrees that these
exclusions and limitations are reasonable because of
(amongst other matters) the likelihood that the amount of
damages awardable to the Buyer for a breach of Contract
by Castle may be disproportionately greater than the
price of the Goods.
14.3 The following provisions in this Clause 14 set out Castle’s
entire liability (including any liability for the acts and
omissions of its employees, agents or sub-contractors) to
the Buyer in respect of:
14.3.1 a breach of Castle’s contractual obligations;
14.3.2 a tortious act or omission for which Castle is liable;
14.3.3 an action arising out of a misrepresentation made by or on
behalf of Castle;
arising in connection with the performance or
contemplated performance of the Contract or out of an act
done or omission made as a consequence of the entry into
by Castle of the Contract.
14.4 The total liability which Castle shall owe to the Buyer and
in respect of all claims shall not exceed the price of the
Goods.
14.5 Castle shall in no circumstances be liable to the Buyer for
any pure economic loss, loss of profit, loss of business and
like loss. Castle shall in no circumstances be liable to the
Buyer for any indirect loss.
14.6 The Buyer shall only be entitled to bring a claim against
Castle where the Buyer issues legal proceedings against
Castle within the period that is the lesser of (i) the shelf life
of the Goods and (ii) the period of twelve (12) months
commencing on the date upon which the Buyer ought
reasonably to have known of its entitlement to bring such a
claim.
14.7 The exclusion of liability referred to in this Clause 14 does
not apply so as to exclude or limit Castle’s liability for:
14.7.1 death or personal injury resulting from the negligence of
Castle, its servants or agents; or
14.7.2 damage for which Castle is liable to the Buyer under Part I
of the Consumer Protection Act 1987 and where the Buyer
acts as a consumer pursuant to that Act;
14.7.3 breach of Castle’s implied undertaking as to title to the
Goods contained in Section 12 of the Sale Goods Act
1979 or Section 2 of the Supply of Goods and Services Act
1982.
save that nothing in this Clause 14 shall confer a right or
remedy upon the Buyer to which the Buyer would not
otherwise be entitled.
14.8 The exclusions from and limitations of liability set out in
this Clause 14 shall be considered severably. The validity
or unenforceability of any one paragraph or sub-paragraph
of this Clause 14 shall not affect the validity or
enforceability of any other part of this Clause 14.
14.9 The provisions of this Clause 14 shall survive the
termination of the whole or a Part of the Contract. - SAMPLES
Except where the Goods are specifically ordered in writing
against samples supplied by Castle and the Sales Order
Confirmation expressly refers to those samples, any and
all samples supplied by Castle are supplied for information
only. Where the Buyer requires an additional warranty that
the Goods comply with such a sample, the Buyer must
communicate the same to Castle prior to the issue of a
Sales Order Confirmation. The Sales Order Confirmation
shall refer to any additional warranty (in the form of an
additional specification) to which Castle may agree. Castle
does not give any further warranty about compliance of the
Goods with any sample other than in respect of the
specification contained in the Sales Order Confirmation. - CONTAINERS AND PALLETS
16.1 This Clause 16 shall only apply where containers or pallets
belonging to Castle are used in connection with the
delivery of the Goods.
16.2 The value of all chargeable containers or pallets used in
connection with the delivery of the Goods will be shown as
a separate item on Castle’s sales invoice for the Goods
and shall be paid for in full by the Buyer when payment for
the Goods is due. - INTELLECTUAL PROPERTY
The supply of any of the Goods by Castle shall not give the
Buyer any rights whatsoever in respect of any Intellectual
Property owned, used or enjoyed by Castle in connection
with the Goods. - CLAIMS
18.1 The Buyer shall inspect the Goods as soon as is
practicable after the Time of Delivery and shall give to
Castle and the carrier in writing before the end of the next
working day after the Time of Delivery notice of any claim
for any defect, shortage, damage or loss to the Goods
whilst in transit. If the Buyer fails to do so, the Goods shall
be conclusively presumed to have been received and
accepted by the Buyer without any claim for any defect,
shortage, damage or loss.
18.2 The provisions of this Clause 18 shall only apply where
any claim for any defect, shortage, damage or loss to the
Goods is apparent on visual inspection. - HEALTH AND SAFETY AT WORK
19.1 Castle undertakes to comply with health and safety
legislation. Where required by such legislation, Castle will
supply safety data sheets and other information regarding
the health and safety attributes of the Goods.
19.2 The Buyer will comply with health and safety legislation. In
particular but without limitation, the Buyer shall fully and
effectually indemnify Castle against any claims or
proceedings resulting from any injury, loss or damage
caused by:
19.2.1 an Unexpected Defect in the Goods
19.2.2 a failure to use the Goods in accordance with the current
health
and safety legislation or with any information regarding the
health and safety attributes of the Goods supplied by or on
behalf of Castle (whether such failure is on the part of the
Buyer’s employees, contractors or agents, or a third party
to whom the Buyer has supplied the Goods).
In this Clause 19.2, an “Unexpected Defect” means a
defect in the Goods other than a failure by the Goods to
meet the specification indicated in the Sales Order
Confirmation.
19.3 The Buyer undertakes to ensure that all information
provided or made available by Castle to the Buyer
concerning the use, handling, processing, storage or
transportation of the Goods (hereinafter the “Use of the
Goods”), including without limitation all information
concerning any risks to health or safety to which the Use
of the Goods may give rise and any conditions necessary
to ensure that the Use of the Goods will be without risks to
health, shall be brought to the attention of all employees of
the Buyer and others involved in the Use of the Goods.
The Buyer undertakes further to impose a similar
requirement upon any third party to whom the Goods are
sold or supplied.
19.4 The Buyer shall promptly inform Castle of any incident of
which the Buyer becomes aware in which the Use of the
Goods has or may have given rise to risks to the health or
safety of any person. - EXPORT SALES
20.1 The provisions of this Clause 20 shall apply only where the
Sales Order Confirmation indicates that an Incoterm
applies to the Contract.
20.2 The sale of the Goods is subject to the Incoterm (if any)
stated in the Sales Order Confirmation. In the event of any
conflict between the provisions of Incoterms and these
Conditions, then (subject only to the provisions of Clause
7.10) these Conditions shall prevail.
20.3 It is hereby agreed between the parties that the United
Nations Convention on Contracts for the International
Sales of Goods shall not apply to any Contract pursuant to
these Conditions.
20.4 The Buyer shall be responsible for complying with any
legislation or regulations governing the importation of
Goods into the country of destination and for the payment
of any duties on them.
20.5 Unless otherwise agreed in writing, Castle shall be under
no obligation to give notice under Section 32(3) of the Sale
of Goods Act 1979. - ASSIGNABILITY
The Buyer shall not be entitled to assign the benefit or
burden of the whole or any part of any Contract without the
prior written consent of Castle. Castle may sub-contract
the performance of its obligations as it sees fit, provided
always that Castle shall remain responsible for the acts
and omissions of its subcontractors. - WAIVER
Save in respect of a waiver granted in writing, the failure of
Castle at any time to enforce a provision of the Contract
shall not be deemed a waiver of such provision or of any
other provision of the Contract or of Castle’s right
thereafter to enforce that or any other provision of the
Contract. - SEVERABILITY
If a provision in the Contract is determined by a Court or
tribunal of a competent jurisdiction to be wholly or partly
unenforceable for any reason:
23.1.1 such unenforceability shall not affect the rest of the
Contract; and
23.1.2 the parties shall in good faith amend and if necessary
novate the Contract to reflect as near as may be the spirit
and intention behind such unenforceable provision or
provisions so that the same comply with the laws of that
jurisdiction. - STATUS
Nothing in these Conditions shall create any joint venture,
agency or partnership between Castle and the Buyer. - VARIATIONS
All variations to any Contract or to these Conditions must
be made in writing and be signed by both parties. - THIRD PARTY RIGHTS
The provisions of the Contract (Rights of Third Parties) Act
1999 shall not apply to the Contract and the Contract shall
not confer any right on a Third Party under that Act or
otherwise. - PROPER LAW
Every Contract to which these Conditions apply shall be
construed and take effect in accordance with the laws of
England and the parties hereby accept the exclusive
jurisdiction of the English Courts.
