TERMS AND CONDITIONS OF SALE
DEFINITIONS: In these terms and conditions of sale the following words shall have the following meaning.
"The Seller" means ASHANTI BRAZIL.
"The Buyer" means the person, firm or company entering into contract with ASHANTI BRAZIL.
"The Goods" means items and/or services sold by the Seller to the buyer.
The Conditions" means the terms and conditions herein relating to the sales of the goods supplied by the seller to the buyer created either upon the invoice issued by the seller for the Goods purchased by the Buyer or the "Order" received from the buyer to ASHANTI BRAZIL.
The "Order" means the order placed by the Buyer based on the information provided by ASHANTI BRAZIL.
The quotation for and acceptance of all Orders are subject to these Conditions of Sale without acceptance and shall govern to the contract to the exclusion of all other terms and conditions. No addition or variation on these terms and conditions shall have an effect or legal standing unless they have been clearly confirmed in writing by the Seller by either the Director or a member of the management of the seller.
These Conditions represent the entire agreement and understanding of the parties and supersedes any prior agreements, representations or undertakings.
The price for the goods will be as provided by the Seller either by current published prices, and are confirmed in writing to the Buyer within the invoice issued by the seller.
The Seller reserves the right to vary from the price quoted to the extent that such variation is required to cover increases in the cost of the goods and the supply thereof between the quotation and the delivery to the Buyer. Prices at the time of delivery will prevail.
Payment shall be made immediately online where no credit terms have been agreed and confirmed in writing by the Seller to the Buyer.
In the event of late payment or part-payment the Seller also reserves the right, without prejudice to any other remedies, to add reasonable administration and recovery charges at their discretion until payment has been made or until the goods have been recovered in the event of non-payment.
The Seller shall be entitled to the price and supply charges in respect of the Goods upon delivery and the Buyer shall not be entitled to wrongfully reject the Goods. All prices quoted are exclusive of VAT, carriage, insurance, packing and all other duties, taxes or levies.
Any time of delivery given by the Seller is given in good faith but is an estimate only.
Where the Seller delivers the Goods to the Buyer the cost of carriage which the Buyer is liable to pay will be as stated on the invoice in respect of the Goods delivered.
Delivery will have deemed to have taken place where:-
The Seller is to deliver, when the Goods are delivered to the Buyer's appointed place of representative for delivery.
The Goods are placed with the Buyer's appointed carrier.
The Buyer collects the goods from the Seller.
EXAMINATION OF THE GOODS
The Buyer has the responsibility and is deemed to have inspected the Goods immediately on delivery and shall within 14 days of delivery give notice in writing to the Seller of any shortages or surplus found in the Goods received.
Subject to the provisions provided in paragraph 6 below, if the Buyer shall fail to give such notice referred to at clauses 5.1 and 5.2 above the Goods shall be presumed to be in accordance with the contract/quotation and the Buyer shall be deemed to have accepted the Goods.
WARRANTY AND LIABILITY
The Seller does not warrant the suitability of the Goods for any use or purpose except where such use or purpose has been declared in writing to the Seller and expressly confirmed in writing by the Seller.
If the Buyer declares that any of the goods are defective, the following shall apply:-
The Buyer shall have no claims against the Seller in respect of defects in the Goods unless such defects are notified to the Seller within 7 days from receipt of the Goods.
In respect of defects in the Goods arising solely from faulty materials or workmanship the Seller shall have no liability in respect of any defects in the Goods, which have undergone any process after delivery or have been used for purposes other than that they were intended for.
Paragraph 6.1 above sets out the Seller's entire liability in respect of the Goods and the Seller's liability under this paragraph shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or fitness for any particular purpose of the Goods or otherwise.
The Seller shall have no liability for any consequential loss suffered by the Buyer in respect of the Goods.
The liability of the Seller in respect of defects in the Goods is limited to the sum paid for Goods in question.
RISK OF PROPERTY
Risk in respect of the Goods passes on delivery.
Title of the Goods will not pass to the Buyer until payment of the invoice is paid in full to the Seller.
Title to the Goods passes on full payment and until then the Buyer must insure and store the Goods separately and may not modify, pledge or sell them. The Seller may enter the storage premises to repossess the Goods. Should the Buyer sell the Goods before title passes, then the Buyer shall become the Seller's agent and the proceeds of that sale will be held on the Seller's behalf, separately from the Buyer's general funds. The Seller may sue for price of the Goods before title passes.
9.1 All notices to be given under this Contract shall be given by prepaid first class post or facsimile to the registered office or principle place of business of the party to be notified, they shall be deemed to have been delivered if by letter at the expiration of 48 hours after the date of posting and if facsimile once transmission has been successfully with no error message.
10.1 Without prejudice to any other remedies the Seller may terminate the current contract on notice to the Buyer, upon the Buyer becoming bankrupt or insolvent or upon a resolution to wind up the Buyer being passed or a receiver or administrator being appointed and shall be entitled to take possession of all Goods supplied and unpaid for, in accordance with clause 7 above. If any of the Goods have been sold before repossession and/or before the invoice has been paid in full, the Seller reserves the right to sue either/or the Buyer, the receiver or an appointed administrator for all losses at the full invoice value including all interest and administration costs which may apply as set out in clauses 4.2 and 4.3.
11.1 The Seller shall be entitled to cancel this Contract or reduce the quantity of the Goods to be provided if it is being prevented from providing the Goods through any circumstances beyond its reasonable control including (but not limited to) industrial action, fire or prohibited or enactment of any kind, and will not be liable for any loss or damage incurred whatsoever arising as a result.
12.1 The Contract shall be governed by English law and subject to the exclusive jurisdiction of the High Court of England & Wales.
Registered Office Address:
NN Fashion Ltd
115 George Street
Company Registration Number: SC541259