a. 'The Seller' means Origin Amenity Solutions Ltd (Symbio).
b. 'The Buyer' means the person, company firm or authority by whom the Goods are purchased.
c. 'The Goods' means the goods, services, or other items the subject of any purchase order given in writing or verbally by the Buyer to the Seller or ontract or contracts to which these conditions apply together also with such necessary works as may be required by the Buyer to be carried out by the Seller.
d. Save insofar as otherwise expressly agreed in writing by a director of the Seller every sale by the Seller to the Buyer shall be subject to these conditions to the exclusion of any other terms whether arising expressly or by implication.
e. Save as provided herein these conditions may not be varied or waived nor are or may any representations or warranties be made in respect of the goods.
f. The Seller's quotations do not constitute an offer. Orders placed with the Seller shall not be binding on the Seller or deemed acceptable by it unless and until a written acceptance of such an order is issued to the Buyer by the Seller.
g. The Buyer and Seller shall be liable and entitled under this contract as principals save that the Seller shall have the option of enforcing this Contract against any principal of the Buyer.
h. The Buyer shall indemnify the Seller against all claims howsoever arising in connection with or during the carrying out of the Contract by the Seller whilst on the Buyer's or any other person's property.
i. The Seller shall incur no liability to the Buyer under this Contract whenever and to the extent to which fulfilment of the Seller's obligations is frustrated, impeded or prevented as a consequence of conforming to any existing legislation.
a. Unless otherwise agreed by the Seller in writing:
i. The delivery of the Goods shall take place at the Buyer's premises shown on the invoice.
ii. the Buyer shall be responsible for the off-loading and taking of delivery of the Goods at its premises including any costs incidental thereto.
b. Quoted delivery dates are intended as an approximate guide but as the Goods may be delivered by third party carrier the Seller gives no undertaking that they can or will be complied with.
c. The Buyer undertakes that (where appropriate) it will at its own cost provide all necessary drawings and design information.
d. The Buyer undertakes to assume all risks for and properly store the Goods at its own expense from the time the Goods are delivered into its premises.
3. FORCE MAJEURE
The Seller shall be released from its obligations hereunder to the extent that the performance of those obligations is delayed, hindered or prevented by any circumstances beyond the Seller's control, including but not limited to strikes, industrial action or the reasonable apprehension thereof, civil disturbance, war, the Queen's enemies, act of God, accidental or deliberate pollution, fire, explosion, storm, flood, tempest, seizure, arrest or requisition of the Goods or any materials, failure of any of the Seller's usual sources of supply of goods or material, Government regulations requirements quotas or licence restrictions, shortage of or delay in obtaining fuel or power, legislation or other cause (whether of the foregoing class or not) beyond the Seller's control.
a. Unless otherwise agreed in writing by the Seller, all prices are quoted net and are exclusive of VAT and import levies or any similar duties or levies and any charges for carriage.
b. All payments shall be made in Sterling unless otherwise agreed.
c. Unless otherwise agreed by the Seller in writing, the price of the Goods shall be payable on the date stated on the Seller's invoice, mailed by first class mail to the Buyer's premises.
a. Time shall be of the essence.
b. Interest shall be charged by the Seller at 3% over the base rate from time to time of Barclays Bank plc on all sums overdue from payment both before and after judgement.
c. the Buyer shall pay the price of the Goods (including any increased price pursuant to condition hereof) without any deduction whether by way of set-off, counterclaim or otherwise whatsoever.
6. TERMINATION or CANCELLATION
a. In the event of:
i. any distress, execution or other legal process being levied against any of the Buyer's assets, or
ii. the Buyer entering into any arrangement or composition with its creditors or committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up (except for the purpose of amalgamation or reconstitution while solvent) or a Received being appointed in respect of the whole or part of its undertaking or assets; or
iii. non-payment by the Buyer of any monies due from it to the Seller the Seller shall be entitled to suspend all or any future deliveries under this or any other contract and on written notice to cancel the undelivered portion of this or any contract between the Buyer and the Seller.
b. In the event of any cancellation by the Seller in accordance with subclause 6a. above or any cancellation and/or repudiation of the contract by the Buyer the Seller shall be entitled to recover as damages from the Buyer the following:
i. the value of any work completed or Goods manufactured at the date of determination, and
ii. the value of any work begun or Goods begun to be manufactured or treatments commenced but not completed at the date of determination including the costs of materials, labour and overheads in connection therewith, and
iii. a sum representing any further profit which the Seller would have made on the contract but for its termination such profit to be determined by the Seller's Auditors whose decision shall be conclusive and binding on the Buyer.
c. The rights conferred by this Condition shall be without prejudice to any other right enjoyed by the Seller pursuant to these Conditions or by Law.
d. Any express or implied waiver by the Seller of any terms of conditions in these Conditions shall not prevent the Seller from acting upon that or any subsequent breach or default or from enforcing any of these Conditions and no waiver shall constitute a continuing waiver.
7. RETENTION OF TITLE
The seller retains title to any Goods delivered until such time as payment is received in full.
a. The Seller's liability shall be limited to the contract price for the particular product or work in respect of which the liability arises. In no circumstances whatsoever shall the Seller be liable for damages to the Buyer for any loss or profit, consequential loss of anticipated savings or profits or damages or loss of anticipated profits of any third party claimed against the Buyer. The Seller offers Goods for sale but takes no responsibility for fitness for purpose which extends beyond the specification sheet or accompanying literature, The Seller is limited in liability to the replacement of any Goods that do not meet the label or data sheet content specifications.
b. The Seller shall not be held liable for any damage of injury caused by or resulting from the use of the Goods in ways other than in accordance with instructions provided by the Seller or for purposes other than those for which the Goods are intended.
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England and all disputes arising in connection with the contract shall be submitted to the jurisdiction of the English Courts.
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