1. All goods by "ICE Hygiene Supplies Ltd" hereinafter called the "Company" are sold subject to these Terms & Conditions.
2. Unless otherwise expressly agreed in writing by a Director of the Company any addition to, deletion or variation or qualification of these conditions shall be inapplicable.
3. Orders are accepted on condition that goods will be invoiced at the price ruling the date of dispatch and the Company reserves the right to increase prices agreed between the Company and the buyer in the event of any increase payable by the Company for labour, materials or services used by the Company in performing the contract occurring between the date of the Buyer's order and the actual date of delivery of the goods. If a variation in price occurs during the currency of the contract the price of the portion of the contract undelivered at the date of such variation shall be altered accordingly. Unless otherwise stated the prices quoted will be exclusive of Value Added Tax that will be charged at the rate which is applicable at the date of dispatch. Accounts shall be due for payment not later than 30 days after date of invoice.
4. Title in the goods shall only pass from the Company to the Buyer for all goods sold under the contract upon full payment of the invoice. In the event of the delivery of the goods by instalments title to the comprised in each instalment shall pass to the Buyer only on payment being made to the Company for the full invoice value of the instalment. Whilst in accordance with this condition goods delivered to the Buyer shall nevertheless accept all responsibility for the sale, custody, protection and preservation thereof, including insurance and immediately upon the goods coming into the possession of the Buyer or its Agents and pending payment of the full invoice value shall be liable to indemnify the Company in respect of all loss of damage of whatsoever nature affecting the goods.
5. Whilst all reasonable efforts will be made to ensure that the goods are delivered by agreed delivery dates the Company shall incur no liability whatsoever in respect of any loss or damage howsoever suffered or caused by delay in delivery.
6. No claim against the Company in respect of weight or quantity can be made and the Company shall incur no liability in respect of any such claim unless received by the Company in writing within seven days after delivery of the goods and unless an opportunity is afforded to the Company within the same period of seven days for weighing and counting the entire consignment concerned.
7. No claim against the Company in respect of goods damaged in transit shall be made and the Company shall incur no liability in respect of any such claim unless such claim is received by the Company in writing within seventy-two hours of delivery of the goods.
8. Subject to conditions 6 and 7 no claim against the Company in respect of any matter whatsoever including quality shall be made and the Company shall incur no liability in respect of any such claim is received by the Company in writing within twenty eight days after delivery of the goods and the Company is given an opportunity to examine the entire consignment of such part as the Company considers necessary.
9. In the event of any claim against the Company in respect of any matter whatsoever the liability (if any) of the Company shall be limited to the replacement of the goods sold by the Company in respect of which liability arises and under no circumstances shall the Company be liable to the Buyer or any other person or firm or Company for any consequential loss or damage howsoever or whenever arising.
10. Whilst the Company will endeavour to perform the contract in accordance therewith all conditions guarantees or warranties, including guarantees or warranties as to quality or description of the goods of their life or wear or their use under any conditions whether or not known or made known to the Company or resulting from designs or assistance rendered at the Buyer's request and whether expressed or implied by statute or common law are (in so far as they lawfully may be) hereby excluded.
11. In the event of the goods which the Company supplies to the Buyer having been acquired by the Company in substantially the same form or actually in the same form from some other person, firm or Company whether such goods are used by the Company as a component part of a larger item ordered by the Buyer or not the liability of the Company in respect of the goods concerned shall not exceed the liability of the person, firm or Company from whom the Company acquired the goods to the Company and in cases where the Buyer is made aware of the name of that person, firm, or Company the remedy of the Buyer shall be against that other person, firm or Company and the Company shall not be liable in any way to the Buyer.
12. The Buyer shall indemnify the Company against any claim whatsoever and all liability in respect of any infringement of patent rights resulting from compliance with the Buyer's instructions express or implied.
13. The proper law governing this contract shall be the Law of England.