Terms and Conditions of Sale
CONDITIONS OF SALE
- 1.1 In these Conditions the following words shall have the following meanings:-
| “Acknowledgement of Order”
|| Means the Seller’s acknowledgement of order form from time to time in use.
|| The terms and conditions set out herein including any special terms and conditions agreed in writing by the Seller and the Purchaser.
|| Means any contract for the sale and purchase of the Goods made pursuant to these Conditions.
| [“Delivery Address”
|| The location for Delivery agreed by the Seller and the Purchaser (and in the absence of any agreement Seller’s premises).]
| “Delivery Date”
|| The date for Delivery agreed by the Seller and the Purchaser.
| “Force Majeure”
|| Any circumstances beyond the reasonable control of the Seller.
| "Intellectual Property Rights"
|| Any patent, utility, model, design right, registered design, know how, show how, trade or service marks, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the foregoing.
|| All actions claims demands losses (direct, indirect, consequential and loss of profit or otherwise) expenses costs actions and proceedings.
| “Payment Terms”
|| The terms of payment in respect of the Price (and where relevant any delivery order or handling charges) which unless otherwise stated in the Acknowledgement of Order shall require payment within 30 days of the Seller's invoice ("Due Date").
|| The price of the Goods as set out in the Acknowledgement of Order.
|| Includes any quotation, estimate, or tender given or made by the Seller.
| “The Goods”
|| Means the articles or things or any of them described in the Acknowledgement of Order which the Seller has agreed to supply to the Purchaser (including any instalment) together with any packaging.
| “The Purchaser”
|| Means the person, firm or company which purchases from the Seller.
| “The Seller”
|| Means NGF EUROPE Limited.
|| Includes telex, cable, facsimile transmissions and/or other comparable means of communication.
2. FORMATION OF CONTRACT
- 2.1 Any order by the Purchaser shall be deemed an offer by the Purchaser to
purchase the Goods from the Seller and may be accepted entirely at the
discretion of the Seller and will only be binding on the Seller if accepted by
means of the Seller’s Acknowledgement of Order. A Quotation by the Seller
does not constitute any offer by the Seller to supply the Goods and the Seller
reserves the right to withdraw or revise the same prior to the Seller’s issue of
the Acknowledgement of Order.
- 2.2 Each Order which is so accepted shall constitute an individual legally binding
contract between the Seller and the Purchaser.
- 2.3 All Orders are accepted and all contracts are made subject to these Conditions
which shall override any contrary different or additional terms contained on or
referred to in an order form or other documents or correspondence from the
Purchaser including without limitation any standard conditions of purchase of
the Purchaser. No addition, alteration or substitution of these Conditions will
bind the Seller or form part of any order unless they are expressly accepted in
writing by a director of the Seller.
- 3.1 All Goods supplied by the Seller shall be in accordance with those
specifications or descriptions (if any) referred to or expressly listed or set out
on the face of the Acknowledgement of Order. No other specification,
descriptive materials, written or oral representation, correspondence or
statement, promotional or sales literature shall form part of or be incorporated
by reference into the contract with the Purchaser.
- 3.2 If the Goods are to be manufactured by the Seller in accordance with a
specification submitted by the Purchaser, the Purchaser shall indemnify the
Seller against all Loss suffered by the Seller in connection with any claim by a
third party that the manufacture and/or supply of the Goods to such
specification infringes the rights of any third party.
- 3.3 Unless otherwise agreed in writing:
- 3.3.1 all copyright and design rights in any drawings created by or on behalf
of the Seller in the performance of the Contract; and
- 3.3.2 all Intellectual Property Rights in relation to the Goods and their
method of manufacture shall vest in and remain the property of the
Seller notwithstanding the purchase of the Goods by the Purchaser.
4. DELIVERY & RISK
4.1 The terms upon which Goods are to be delivered shall be that detailed in the
Acknowledgement of Order.
- 4.2 The Purchaser shall store and transport the Goods in conditions that will
preserve the Goods in good condition. The Purchaser shall comply with all
reasonable requests made by the Seller with regard to the conditions in which
the Goods are to be stored and transported.
- 4.3 Any time or date for delivery given by the Seller is given in good faith but is
an estimate only and time shall not be of the essence of such delivery and in
no circumstances will the Seller be responsible for any direct or indirect loss
on the Purchaser’s part relating to delivery after the Seller’s estimated date of
- 4.4 Risk in the Goods shall pass to the Purchaser upon delivery or if the Purchaser
wrongfully fails to take delivery of the Goods at the time when the Seller
tenders delivery of the Goods.
- 4.5 Where the Goods are to be delivered in instalments, which right the Seller
reserves to itself, each delivery shall constitute a separate contract and failure
by the Seller to deliver any one or more of the instalments in accordance with
these Conditions or any claim by the Purchaser in respect of any one or more
instalments shall not entitle the Purchaser to treat the contract as whole as
- 4.6 If the Purchaser fails to take delivery of the Goods on or before the Delivery
Date or fails to give the Seller adequate delivery instructions at the time stated
for the delivery then, without prejudice to any other right or remedy available
to the Seller, the Seller may:
- 4.6.1 store the Goods until actual delivery and charge the Purchaser for the
reasonable costs (including insurance) of storage; or
- 4.6.2 treat the Contract as repudiated by the Purchaser and sell the Goods
and be entitled to be indemnified by the Purchaser for any Loss which
- 4.7 The weights and/or quantities of any consignment of Goods as ascertained by
the Seller from the Seller’s premises shall be prima facie evidence of the
weight/quantity received by the Purchaser on delivery.
- 4.8 The Seller will replace free of charge any Goods proved to the Seller’s
satisfaction to have been damaged in transit provided that the Seller was
responsible for effecting delivery at the time the damage occurred and
provided that within [24 hours] after delivery both the Seller and its carriers
have received from the Purchaser notification in writing of the occurrence of
the damage and also, if and so far as practicable of its nature and extent.
5. PRICE & PAYMENT
5.1 The Price is exclusive of carriage and insurance to the Delivery Address ).
- 5.2 Subject to the provisions of these Conditions the price of the Goods shall be as
stated in the Acknowledgement of Order. All prices are stated exclusive of
VAT or other applicable taxes or duties (which will be applied in accordance
with the legislation in force at the tax point date) for which the Purchaser will
be additionally liable. The Seller’s prices will be reviewed annually on 1st
January in each year although the Seller reserves the right to review its prices
more frequently including, without limitation, to reflect any increase in their
cost of production, delivery, provision or otherwise which is due to Force
Majeure (“Review Date”) and where the Seller has supplied Goods after such
a Review Date but without reflecting any increase in the price of the Goods to
be effective as at such date then the Seller shall be entitled to retrospectively
charge the Purchaser for either the new price for the Goods (if not already
invoiced) or (if already invoiced) for the difference between the price paid by
Purchaser and the new price for the Goods effective as from the relevant
- 5.3 The Seller shall be entitled to send the invoice for the Goods to the Purchaser
once the Seller notifies the Purchaser that the Goods are ready for collection or
have been delivered or delivery has been wrongfully refused by the Purchaser
("Despatch") or when the Goods are ready for despatch but are prevented or
delayed from being dispatched due to Force Majeure. All discrepancies
between the Price and the invoice must be notified by the Purchaser to the
Seller within 10 working days of the date of invoice.
- 5.4 The Purchaser shall pay the Price plus any VAT strictly in accordance with the
Payment Terms. Non-compliance with the Seller’s Payment Terms shall
constitute a breach of these Terms. In the event of a breach the Seller may
without prejudice to any other of its rights:
- 5.4.1 terminate the Contract;
- 5.4.2 charge interest to accrue on a daily basis at the rate of 8% per annum
above the Bank of England base rate valid from time to time. Such
interest shall be calculated from the Due Date to the actual date of
payment, such interest to be paid monthly. The Purchaser and the
Seller consider such interest rate to be fair and reasonable and to be a
substantial remedy for the purpose of compensating the Seller for late
payment as such terms are used within the meaning of the Late
Payment of Commercial Debts (Interest) Act 1998;
- 5.4.3 except where insolvency laws provide otherwise the Purchaser shall
not be entitled to withhold or set off payment for Goods for any reason
- 5.4.4 recover all direct expenses reasonably incurred by the Seller in
collecting or attempting to collect amounts of the Price outstanding;
- 5.4.5 demand payment of all outstanding balances from the Purchaser
whether due or not and/or cancel all outstanding orders and/or decline
to make further deliveries;
- 5.4.6 appropriate any payment made by the Purchaser to such of the Goods
as the Seller may think fit.
- 5.5 In addition to any right or lien to which the Seller may by law be entitled the
Seller shall in the event of the Purchaser’s insolvency or the Purchaser failing
to render payment for any Goods supplied by the Seller when due be entitled
to a general lien on all goods of the Purchaser in the Seller’s possession for the
unpaid price of any Goods sold and delivered by the Seller under the same or
any other contract.
- 5.6 All periods of credit shall nevertheless cease and the whole amount of any
outstanding invoices due to the Seller from the Purchaser shall immediately
become due and payable if any of the events mentioned in clause 5.4.6 above
- 5.7 In addition and without prejudice to its other rights the Seller may on 14 days
notice to the Purchaser sell any goods of the Purchaser on which the Seller has
a lien and shall be deemed the Purchaser’s agent for the purposes of effecting
such sale. The Seller may apply the proceeds of sale towards the satisfaction
of sums due from the Purchaser without prejudice to the Seller’s right to
recover the balance thereof from the Purchaser.
- 5.8 All Goods for which the Payment Terms have not been complied with and
which are held by the Seller at its premises are so held at the Purchaser's risk.
6. RETENTION OF TITLE
6.1 Notwithstanding the provisions of clause 4.4 or that the Purchaser, its servants
agents or employees may obtain possession of the Goods, absolute ownership
in the Goods shall remain vested in the Seller until the Price under any
Contract (including without limitation any costs of delivery and/or interest
has) has been paid for in full in cleared funds.
- 6.2 Until ownership in the Goods passes to the Purchaser it shall hold them as the
fiduciary agent of and bailee for the Seller, and:-
- 6.2.1 shall store the Goods separately from its other products in a manner
which makes them readily identifiable as the Seller’s and mark such
Goods as being the sole and absolute property of the Seller and allow
the Seller or its agents to enter the premises over which the Purchaser
has possession control to verify that such storage and marking has been
undertaken and shall keep them protected and insured for their
replacement value with a reputable insurer in the joint names of the
Seller and the Purchaser to the satisfaction of the Seller; and
- 6.2.2 shall upon request, promptly inform the Seller of the location of the
- 6.2.3 shall accept the Seller’s right to dispose of the Goods; and
- 6.2.4 shall not use the Goods in any manufacturing process or give, pledge,
lend or otherwise dispose of them (unless the Seller gives written
permission to do so); and
- 6.2.5 the Seller shall be entitled at any time to require the Purchaser to
deliver up the Goods to the Seller and if the Purchaser fails to do so
forthwith the Seller or its agents may enter the premises of which the
Purchaser has possession or control and take possession of any Goods
in which property remains in the Seller and remove and dispose of
them as the Seller thinks fit. The Purchaser irrevocably instructs its
officer servants or agents to deliver up any such property in their
possession. The Seller shall apply the proceeds of disposal (after
deduction of all expenses) in discharge of the amount unpaid by the
- 6.3 If before payment of the Price in full the Goods shall be sold or otherwise
disposed of to a third party the Seller shall be entitled to all monies and rights
which would otherwise be due to the Purchaser arising from such sale or
disposition ("Monies") and the Purchaser shall (if required by the Seller)
assign to the Seller or as the Seller may direct at the Purchaser’s cost any
claim against such third party. All Monies received by the Purchaser shall be
retained on trust and for the benefit of the Seller in a separate designated
account for the benefit of the Seller absolutely.
- 6.4 Monies wheresoever paid shall be traceable to the beneficial ownership of the
Seller and including and notwithstanding that the same may have been placed
in any account whether overdrawn (and thereby reducing or extinguishing the
same) or whether in credit. Further, sums standing to the credit balance of the
third party from time to time shall be deemed to be held first and beneficially
in trust for the Seller to the extent of the Monies received for unpaid goods
whether or not the balance at any time falls below net sums properly to held to
the benefit of the Seller.
- 6.5 The Purchaser shall upon failure to pay the Price in full and when due endorse
on invoices, statements and similar documents addressed to its buyers of the
Goods, a memorandum stating the Seller’s rights over to and in the Goods and
the proceeds of sale, the wording of which shall be at the sole discretion of the
- 6.6 If any of the Goods shall be incorporated into other goods which are the
property of the Purchaser before the price is paid in full the property in the
whole of such goods shall be and shall remain with the Seller until the price
has been paid in full and all the Seller’s rights hereunder in the Goods shall
extend to those other goods.
- 6.7 Nothing in this condition shall give the Purchaser the right to return the Goods
without the Seller’s consent or shall prevent the Seller from suing for the price
of the Goods once payment is due notwithstanding the fact that title had not
7. TERMINATION & SUSPENSION
7.1 Where the Seller is unable to manufacture, supply or deliver the Goods by its
normal route or means of delivery owing to any of the following:-
- 7.1.1 the Purchaser’s failure to supply any necessary information;or
- 7.1.2 Force Majeure including (without prejudice to the generality of the
foregoing expression) shortages or unavailability from normal sources
or routes or supply of raw materials, breakdown of plant, reduction or
unavailability of power at the manufacturing plant, strikes, lock-outs,
act of Government, fire, flood, Queen’s enemies, explosion, lightning,
aircraft, civil commotion, acts of war, malicious mischief or theft,
then the Seller shall not be liable for any failure to perform or for any delay in
the performance of its obligations under the Contract and shall have the right
on giving written notice to the Purchaser and without incurring any liability to
the Purchaser to suspend further performance of this Contact for a period (not
exceeding 3 months) equal to the continuance of any such impediment
preventing the Seller from performing its obligations.
- 7.2 At the end of any period of suspension without performance of the Contract
under clause 7.1 either party may terminate this Contract immediately by
notice in writing to the other.
- 7.3 In the event that:-
- 7.3.1 the Purchaser is in arrears in making any payment due to the Seller
under any Contract; or
- 7.3.2 the Purchaser’s stated credit limit with the Seller has been reached; or
- 7.3.3 the Seller believes on reasonable grounds that any payment (whether or
not any agreed credit limit has expired) will not be met by the
Purchaser when due; or
- 7.3.4 the Purchaser shall be involved in any legal proceedings in which its
solvency is in question; or
- 7.3.5 the Purchaser being a company is unable to pay its debts as they fall
due within the meaning of the Insolvency Act 1986 or if any action,
application or proceeding is made with regard to it for a voluntary
arrangement or composition or reconstruction of its debts, the
presentation of an administrative petition, its winding up or
dissolution, the appointment of a liquidator, trustee, receiver,
administrative receiver or similar officer, or any similar action,
application or proceeding in any jurisdiction to which it is subject or
being an individual shall be presented with a bankruptcy petition; or
- 7.3.6 the Purchaser shall cease or threaten to cease to trade or if in the
opinion of the Seller serious doubts arise as to the Purchaser’s
- 7.3.7 The Purchaser shall default in or commit any breach of any of its
obligations to the Seller under these Terms,
then the Seller may (without prejudice to its other claims and rights under the
Contract) suspend further work and/or deliveries under any Contract with the
Purchaser and require immediate payment of all amounts then due to the Seller
and further payment in advance before making any further deliveries under
any Contract (notwithstanding agreed credit terms). If any such payment or
any part of it remains in arrears for 7 days after the Seller has demanded it in
writing then the Seller may treat the Contract as wrongfully repudiated by the
Purchaser and shall have the further right to cancel that and/or any other
Contract with the Purchaser without prejudice to any claim for damages it may
have against the Purchaser without incurring any liability to the Purchaser for
failure to deliver or perform and if the Goods have been delivered but not paid
for the Price shall become immediately due and payable notwithstanding any
agreement to the contrary.
- 7.4 When a Contract is terminated or suspended under clause 7.3 then the Seller
shall be entitled to charge the Purchaser with any interest, insurance, transport,
storage or other costs and charges arising from any such termination or
- 7.5 Apart from the right conferred on the Purchaser by clause 7.2 the Purchaser
shall have no right to suspend deliveries or otherwise to postpone performance
of any Contract by either party nor to terminate any Contract for any reason
other than the Seller’s repudiation of it.
8. INSPECTION & CLAIMS
8.1 The Purchaser shall procure that and shall be deemed to have carried out a
thorough inspection and testing of the Goods and quantified the Goods
immediately upon delivery and in any event before they are resold or cut,
processed or otherwise dealt with by or on behalf of the Purchaser.
- 8.2 Claims in respect of short delivery, damage to the Goods in transit, defects or
errors in quality or description or quantity reasonably discoverable on such an
inspection or testing shall be made by the Purchaser in writing by fax backed
up by hard copy written notice in the post within [3 days] of the Delivery Date
where the short delivery, damage, defect or error was apparent on inspection
or which would have been apparent on reasonable inspection or otherwise
within [3 days] of the date upon which the shortage, damage, defect or error
became apparent to the Purchaser or ought reasonably to have become
apparent to the Purchaser specifying (in such detail as the Seller shall
reasonably require) the shortage in or damage to the Goods. The Purchaser
shall not be entitled to make any claim based upon the quality or condition of
the Goods or any failure of the Goods to meet the specification after the
expiration of six months from the Delivery Date. In the absence of such a
claim the Goods shall be deemed to have been delivered and accepted by the
Purchaser complete and satisfactorily.
- 8.3 The Seller shall have no liability to the Purchaser in relation to non-delivery of
the Goods unless such non-delivery is notified to the Seller in writing within
[7 days] of the Delivery Date.
- 8.4 It is the Purchaser’s entire responsibility to satisfy himself that the Goods are
suitable for the purpose and/or conditions for which they are required.
- 8.5 Where a complaint or claim has been made in respect of Goods proved to be
or alleged to be defective then the Seller may suspend delivery of any Goods
which may have the same of similar defect or alleged defect until the validity
of such complaint/claim has been finally determined and in such a case any
Delivery Date shall be postponed accordingly.
9.1 Where the Goods are alleged to have defects or errors in quality or description
the Purchaser shall notify the Seller pursuant to the provisions of clause 8
above and where possible shall afford the Seller an opportunity of examining
the Goods before they are resold or cut, processed or otherwise dealt with and
- 9.1.1 the Purchaser shall give the Seller a reasonable opportunity of
correcting any remedial defects or errors at the Seller’s own cost; and
- 9.1.2 the Purchaser shall at the Seller’s request and cost return them to the
Seller on the basis that the Seller will thereafter reimburse to the
Purchaser the cost of such return provided that it is reasonable; and
- 9.1.3 if the purchaser agreed an allowance with the Seller in respect of such
matters then such allowance shall be accepted by the Purchaser in full
and final settlement of all claims in respect of any such matters.
- 9.2 The Seller’s liability (if any) to the Purchaser in respect of the Goods shall be
limited at the Seller’s option either to give a refund of the amount paid by the
Purchaser to the Seller, or a reasonable credit or allowance for those of the
Goods proved to be defective or replacing them at the agreed point of delivery.
The Seller shall have no further liability to the Purchaser except in the case of
death or personal injury caused by the negligence of the Seller.
- 9.3 The Seller shall not be liable to repair or replace defective Goods or part
thereof if the Goods or part thereof have been subject to any misuse,
unauthorised repair, replacement modification or alteration or have been
improperly stored or have not, been installed by suitably qualified personnel in
accordance with the Seller's instructions, requirements of relevant legislation
- 9.4 The Seller shall not be liable to compensate the Purchaser for any loss of
profit, business, contracts, revenues or anticipated savings or for any special,
indirect or consequential damage or loss whatsoever.
- 9.5 For the avoidance of doubt nothing herein contained shall be deemed to
exclude or restrict the Seller’s liability for death or personal injury arising due
to the Seller’s negligence.
- 9.6 For the avoidance of doubt:-
- 9.6.1 the Seller shall not be liable for any adverse effects resulting from the
application to the Goods of any process, operation or treatment unless
the intended application has been approved in writing by the Seller in
the Acknowledgement of Order;
- 9.6.2 no liability shall be accepted by the Seller for Goods processed in any
way or cut or otherwise dealt with unless the prior written agreement
of the Seller has been obtained in the Acknowledgement of Order;
- 9.6.3 Goods may only be returned by the Purchaser if so previously agreed
by the Seller in which case the Seller’s certificate as to the quantity of
returned Goods shall be final and binding; and
- 9.6.4 the Seller shall accept no responsibility for any defects in the Goods
which arise directly or indirectly by virtue of any inherent defects in
any materials supplied by the Purchaser, by virtue of any errors in
specifications or designs supplied by the Purchaser or by virtue of any
failure of materials supplied by the Purchaser to conform to the
relevant labelling or British Standard requirement.
- 9.7 No warranties are given in relation to the Goods and all warranties, conditions
or other terms implied by statute or common law or custom of the trade or
otherwise and whether as to quality, condition, performance, merchantability
or fitness for any purpose or otherwise are hereby expressly excluded to the
fullest extent permitted by law.
- 9.8 [The Seller makes no warranty as to the accuracy of all general drawings
including weights and dimensions issued by the Seller and such drawings and
any descriptions and illustrations contained in any catalogue, price list or other
advertising material are for information only and are a general description of
the Goods and do not form part of the Contract.]
- 9.9 The Purchaser shall indemnify the Seller against all Loss (including without
limitation the Price in respect of Goods completed, costs incurred by the Seller
in respect of partially completed Goods, reasonable cancellation charges
incurred by the Seller due to any subcontracts entered into to perform the
Contract and estimated profits on the Goods under the Contract on which work
by the Seller has not been started) suffered by the Seller which arises as a
result of the cancellation of the Contract by the Purchaser, the breach by the
Purchaser of any provision of the Contract or statutory duty or the negligence
of the Purchaser or any of its representatives.
10. APPLICABLE LAW & JURISDICTION
10.1 Each Order shall be considered a contract made in England and shall be
governed in all respects by law of England and Wales which for the avoidance
of any doubt shall be the applicable law and the parties agree to submit to the
non exclusive jurisdiction of the English Courts.
11.1 The Purchaser shall not be entitled to set-off any claim against payment of any
amount owing to the Seller.
- 11.2 Any concessions, latitude, or waiver made or allowed by the Seller of any
breach of the Contract by the Purchaser shall be considered as a waiver of any
subsequent breach of the same or any other provisions.
- 11.3 Each and every clause, sub-clause and provision shall be separate and
severable and enforceable accordingly and any provision of these Conditions
which is held invalid or unenforceable in any jurisdiction shall be ineffective
to the extent of such invalidity or unenforceability without invalidating or
rendering unenforceable the remaining provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction.
- 11.4 If the Purchaser uses or sells the Goods in such a manner so as to incur
liability to any third party then such liability shall be the sole responsibility of
the Purchaser which shall indemnify the Seller from and against any such
- 11.5 The Purchaser shall not make any representations, warranties or guarantees
with reference to Goods supplied by the Seller except such as are consistent
with these Conditions.
- 11.6 The Seller shall not be liable to a third party resulting from infringement by
the Goods (or any use thereof by the Purchaser) of any Intellectual Property
Rights of such third party and the Purchaser shall hold the Seller and its
officers, directors, employees, agents and suppliers harmless from any Loss
incurred by any of them by infringement by the Goods (or any use thereof by
the Purchaser) of any Intellectual Property Rights of a third party.
- 11.7 The Seller shall be entitled to assign or sub-contract all or any of its rights and
obligations hereunder. The Purchaser shall not be entitled to assign transfer
sub-contract or otherwise delegate any of its rights or obligations hereunder.
- 11.8 The parties intend that no term of these Conditions may be enforced by any
person, entity or body that is not a party to the Contract.
- 11.9 All Contracts shall be governed by English Law and the English Courts shall
have exclusive jurisdiction for the hearing of any dispute between the parties
save in relation to enforcement where their jurisdiction shall be non-exclusive.
- 11.10 These Conditions supersede all previous Conditions of Sale of the Seller.
- 11.11 Any notice required or permitted to be given by either party to the other under
these Conditions shall be given in writing at the registered office or principal
place of business or such other address as may be notified for such purpose to
the party giving notice.
- 11.12 Any reference in these Conditions to any provisions of a statute shall be
construed as a reference to that the provision as amended, re-enacted or
extended at the relevant time.
- 11.13 The headings in these Conditions are for convenience only and shall not affect
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 meanings in these
Conditions and the Acknowledgement of Order but if there is any conflict
between the provisions of Incoterms and these Conditions, the latter shall prevail.
- 12.2 Except to the extent indicated to the contrary on the Acknowledgement of
Order the Purchaser shall be responsible for complying with any legislation or
regulation governing the importation of the Goods into the Country of
destination and for the payment of any duties thereon. In particular, if any
licence or consent of any government or other authority shall be required for
the acquisition, carriage or use of the Goods by the Purchaser the Purchaser
shall obtain the same at its own expense and if necessary produce evidence of
the same to the Seller on demand. Failure to do so shall not entitle the
Purchaser to withhold or delay payment of the Price. Any additional expenses
or charges incurred by the Seller resulting from such failure shall be for the
- 12.3 Except to the extent indicated to the contrary on the Acknowledgement of
Order where the Goods are supplied for export from the United Kingdom:
- 12.3.1 the Purchaser shall be responsible for the payment of any duties or
taxes (arising from the export of the Goods from the United Kingdom
into the Country of destination) and shall indemnify and hold harmless
the Seller from and against any such liability to pay such duties or
taxes and specifically shall be liable to pay the Seller such duties and
taxes if so required by the Seller pursuant to these Conditions; and
- 12.3.2 they shall be charged for and delivered FOB the air or sea port of
shipment and the Seller shall not be obliged to give the Purchaser the
notice specified in Section 32(3) of the Sale of Goods Act 1979.
NGF EUROPE LIMITED
Tel: 44 (0) 1744 853065
Fax: 44 (0) 1744 816147