Quentor Ltd - Standard Terms and Conditions of Sale
1) Definitions
Agreement: means the contract between (i) the Buyer acting as part of the Crown; and (ii) the Seller constituted by the Seller’s acceptance of the Order, comprising these terms and conditions, and any specification, method statement, or other document referred to in this agreement or the order.
Buyer: the person who buys or agrees to buy the goods from the Seller.
Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Delivery: has the meaning given in clause Per 7.2.
Force Majeure Event: means any circumstance not within a Party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster
(b) epidemic or pandemic, save for events arising out of or in connection to either or both coronavirus (the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2)) and/or COVID-19 (the official designation of the disease which can be caused by coronavirus)
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations
(d) nuclear, chemical or biological contamination or sonic boom
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent
(f) collapse of buildings, fire, explosion or accident
(g) any labour or trade dispute, strikes, industrial action or lockouts
(h) non-performance by suppliers or subcontractors, and
(i) interruption or failure of utility service.
Goods: the articles which the Buyer agrees to buy from the Seller.
Good Industry Practice: means standards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances.
Law: means any law, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Supplier under this Agreement is bound to comply.
Order :an order for Goods (in the form of payment, purchase order or similar document including but not limited to a written request) submitted by the Buyer.
Party: means the Seller or the Buyer under this Agreement (as appropriate) and “Parties” shall mean both of them.
Price: the price for the goods, excluding VAT and any other applicable taxes, and any delivery, packing and insurance costs.
Representatives: has the meaning given in clause 13.2.
Seller: Quentor Ltd, company number 02144668, registered office 6 Lansdowne Road, Norwich, NR6 6NF, England.
2) Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the buyer may purport to apply under any Order or confirmation of Order or any other document.
2.2 All Orders for goods shall be deemed to be an offer by the buyer to purchase Goods from the Seller pursuant to these conditions.
2.3 The buyer’s acceptance of these conditions shall be deemed so by the conclusive evidence of either acceptance of Delivery of the goods or payment of the goods (part or full), whichever is soonest.
2.4 These conditions may not be varied except by the written agreement of a director of the Seller.
2.5 These conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3) Price
3.1The Price shall be the price stated on the seller’s acknowledgement of order. The Price is exclusive of VAT and any applicable taxes which shall be due at the rate in force on the date of the seller’s invoice. Any price variation must be agreed in writing with the Seller.
4) Payment and Interest
4.1 The Seller shall be entitled to invoice the Buyer for each Order on or at any time after Delivery.
4.2 Payment of the Price and VAT and any applicable taxes shall be due within 30 days of the date of the Seller’s invoice for approved credit account holders with and in the currency stated on the invoice, unless otherwise agreed.
4.2 Proforma invoices require payment as stated. Delay in payment of proforma invoices may impact delivery of goods by a required date and therefore payment on time is of the essence.
4.3 If there is a dispute between the Parties as to the amount invoiced, the Buyer shall pay the undisputed amount.
4.4 If a payment of an undisputed amount is not made by the Buyer by the due date, then the Buyer shall pay the Seller interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment.
4.5 The Buyer shall pay all accounts in full and not exercise any rights of set-off.
4.6 All payments payable to the Seller under this agreement shall become due immediately on its termination. This clause 4.6 is without prejudice to any right to claim for interest under the law or under this agreement.
5) Goods
5.1 The quantity and description of the Goods shall be as set out in the Seller’s acknowledgement of order and shall be in accordance with Good Industry Practice.
6) Warranties
6.1 See Quentor Warranty Statement at:
www.quentor.com/Company-Overview/Policies-and-Statements/Warranty-Statement
7) Cancellation
7.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller or on the terms that the Buyer shall indemnify the Seller in full against all loss (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.
7.2 Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
7) Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address, unless otherwise agreed by the Parties. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 Delivery of the Goods shall be completed once the completion of unloading the Goods from the transporting vehicle at the Delivery address has taken place and the Customer has signed for the Delivery or when the Goods have been made available for collection (Delivery).
7.3 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.4 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
7.5 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8) Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer or 48 hours after being made available for collection.
8.2 The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery or collection. The Buyer shall give written notification to the Seller within 48 hours of delivery or collection of the Goods of any defects which a reasonable examination would have revealed.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9) Title & Risk
9.1 Risk shall pass on Delivery of the Goods to the Buyer’s address or when made available for collection by the Seller.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
10) Staff
10.1 For the duration of the Agreement and for a period of twelve (12) months thereafter the Buyer shall not employ or offer employment to any of the Seller’s staff who have been associated with the procurement and/or the contract management of the Goods or Services without the Seller’s prior written consent.
11) Carriage of the Goods
11.1 Carriage will be chargeable on all sales that require delivery to the Buyer’s address.
11.2 Where point of delivery is to a destination outside of the United Kingdom, an administration fee will be chargeable.
12 Intellectual property and indemnity
12.1 All Intellectual Property Rights in any materials provided by the Buyer to the Seller for the purposes of this Agreement shall remain the property of the Buyer but the Buyer hereby grants the Seller a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Agreement for the sole purpose of enabling the Seller to perform its obligations under the Agreement.
12.2 All Intellectual Property Rights in any materials created or developed by the Seller pursuant to the Agreement shall vest in the Buyer and the Buyer hereby assigns to the Seller a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Agreement (with full title guarantee and free from all third party rights).
12.3 In respect of any background Intellectual Property Rights which the Buyer reasonably requires in order to exercise its rights and take the benefit of the Agreement including the Goods and Services provided, the Seller grants the Buyer a perpetual, royalty-free, irrevocable, non-exclusive licence including any modifications to or derivative versions of any such Intellectual Property Rights.
12.4 The Buyer shall indemnify, and keep indemnified, the Seller in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Seller as a result of or in connection with any claim made against the Seller for actual or alleged infringement of a third party’s Intellectual Property arising out of, or in connection with, the supply or use of the Goods or of the Services, to the extent that the claim is attributable to the acts or omissions of the Buyer, its employees, agents or sub-contractors.
12.5 The Buyer shall promptly notify the Seller of any infringement claim made against it relating to any Goods or Services and, subject to any statutory obligation requiring the Buyer to respond, shall permit the Seller to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Buyer shall give the Seller such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
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) Confidentiality
13.1 Each party undertakes that it shall not at any time during this agreement and for a period of twelve (12) months after termination disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 13.2.
13.2 Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, agents, consultants or subcontractors (Representatives) who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 13 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
14) Limitation of Liability
14.1 The Seller shall not be responsible for any injury, loss, liability, damage, cost or expense suffered by the Buyer if and to the extent that it is caused by the negligence or wilful misconduct of the Buyer or by breach by the Buyer of its obligations under the Agreement.
14.2 Subject always to clauses 14.3 and 14.4:
14.2.1 the aggregate liability of the Seller in respect of all defaults, claims, losses or damages howsoever caused, whether arising from breach of the Agreement, the supply or failure to supply of the Goods and/or Services, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to 100% of the Charges paid or payable to the Seller for the duration of the Term;
14.2.2 the aggregate liability of the Buyer in respect of all defaults, claims, losses or damages howsoever caused, whether arising from breach of the Agreement, the supply or failure to supply of the Goods and/or Services, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to 125% of the Charges paid or payable to the Seller for the duration of the Term;
14.2.3 except in the case of claims arising under clause 12.4, in no event shall either Party be liable to the other Party for any:
(a) loss of profits;
(b) loss of business;
(c) loss of revenue;
(d) loss of or damage to goodwill;
(e) loss of savings (whether anticipated or otherwise); and/or
(f) any indirect, special or consequential loss or damage.
14.3 Nothing in this Agreement shall be construed to limit or exclude either Party’s liability for:
14.3.1 death or personal injury caused by its negligence or that of its Staff;
14.3.2 fraud or fraudulent misrepresentation by it or that of its Staff;
14.3.3 breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
14.3.4 any other matter which, by Law, may not be excluded or limited.
14.4 The Seller’s liability under the indemnity in clause 12.4 shall be unlimited.
15) Termination
15.1 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than six (6) months' written notice to the other party.
15.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 20.2(d) to clause 20.2(i) (inclusive);
(l) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business;
(m) any Force Majeure Event prevents the other party from performing its obligations under this agreement for any continuous period of three (3) months.
15.3 For the purposes of clause 15.2(b), in deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
15.4 Upon termination, each party shall promptly:
(a) return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its Group in connection with the supply of the Products under this agreement;
(b) return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;
(c) erase all the other party’s Confidential Information from its computer systems (to the extent possible); and
(d) on request, certify in writing to the other party that it has complied with the requirements of this clause 15.
15.5 On termination of this agreement the following clauses shall survive and continue in full force and effect:
(a) clause 12 (Indemnity);
(b) clause 14 (Limitation of liability);
(c) clause 13 (Confidentiality); and
(d) clause 19 (Governing law and Jurisdiction).
15.6 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
16) Force Majeure
16.1 Provided it has complied with clause 16.3, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement and/or any Order by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this Agreement and/or any Order or otherwise be liable for any such failure or delay in the performance of such obligations as long as and only to the extent that the performance of those obligations are directly affected by a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.
16.2 The corresponding obligations of the other Party will be suspended, and its’ time for performance of such obligations extended, to the same extent as those of the Affected Party.
16.3 The Affected Party shall:
16.3.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than seven (7) days from its start, notify the other Party in writing of the details of the Force Majeure Event, the date on which it started, its likely or potential duration, the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement and/or any Order, and any action the Affected Party proposes to take to mitigate its effect;
16.3.2 use all reasonable endeavours to prevent and mitigate the effect of the Force Majeure Event on the performance of its obligations; and
16.3.3 where the Seller is the Affected Party, it shall take all steps in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event.
16.4 the Seller is the Affected Party, it shall not be entitled to claim relief under this clause 16.4 to the extent that consequences of the relevant Force Majeure Event:
16.4.1 is capable of being mitigated by the Seller but the Seller has failed to do so; and/or
16.4.2 should have been foreseen and prevented or avoided by a prudent supplier of goods and/or services similar to the Goods and/or Services, operating to the standards required by this Agreement and/or any relevant Order.
16.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than thirty (30) days, the Party not affected by the Force Majeure Event may terminate this Agreement and/or any relevant Order forthwith on giving notice in writing to the other Party.
16.6 The Affected Party shall notify the other Party as soon as practicable after the Force Majeure Event no longer causes the Affected Party to be unable to comply with its obligations under this Agreement and/or any relevant Order.
16.7 Relief from liability for the Affected Party under this clause 18 shall end as soon as the Force Majeure Event no longer causes the Affected Party to be unable to comply with its obligations under this Agreement and/or any relevant Order and shall not be dependent on the serving of notice under clause 16.6.
17) Notices
17.1 Any notice to be given under the Agreement shall be in writing and may be served by:
17.1.1 personal delivery, first class recorded; or
17.1.2 subject to clause 17.4, e-mail,
17.2 in each case to the relevant Party, sent to the name and address stated in the Order, or such other address as that Party may from time to time notify to the other Party in accordance with this clause.
17.3 Notices served as above shall be deemed served on the Working Day of delivery provided delivery is before 5.00pm on a Working Day. Otherwise delivery shall be deemed to occur on the next Working Day. An email shall be deemed delivered when sent unless an error message is received.
17.4 Notices under clauses 15 (Termination) and 16 (Force Majeure) may be served by email only if the original notice is then sent to the recipient by personal delivery or recorded delivery in the manner set out in clause 17.1. Failure to send any original notice by personal delivery or recorded delivery in accordance with this clause 17.4 shall invalidate the service of the related email transmission.
18) General
18.1 Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.
18.2 The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties.
18.3 This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.
18.4 The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
18.5 If any provision of the Agreement is prohibited by Law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
19) Governing law and jurisdiction
19.1 The validity, construction and performance of the Agreement, and all contractual and non-contractual matters arising out of it or in connection with it, shall be governed by English Law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.