Swedex (UK) Limited
Terms and Conditions of Sale
CONDITIONS AND REPRESENTATIONS
Unless otherwise agreed in writing by Swedex (UK) Ltd ("The Seller") goods are supplied by the seller only on these conditions.
The giving by the Purchaser of any delivery instructions for the goods or any part thereof, of acceptance by the
Purchaser of delivery of the goods or any part thereof (or any conduct inconfirmation set out on the face hereof after
receipt by the Purchaser of this document) shall constitute unqualified acceptance by the Purchaser of these conditions.
The Seller shall be under no liability, nor shall the Purchaser be entitled to any remedy, by reason of the provisions of the
Misrepresentation Act 1967 as amended to the extent (if any) that the court or an Arbitrator may allow reliance on it
as being fair and reasonable in the circumstances.
Nothing in these conditions shall effect any right of the Seller against or in connection with the goods.
PRICE AND PAYMENT
A carriage and packing charge will be made on each invoice. Unless otherwise stated in writing the goods are exclusive of the
packing charge, VAT, freight, carriage, insurance and all other applicable taxes and duties.
The Seller reserves the right to refuse the acceptance by the Purchaser of a quotation unless such quotation is stated in writing to be
open for a specified period and is now withdrawn by the Seller within such a period.
THE TERMS ARE NETT 30 DAYS FROM THE END OF THE MONTH FOLLOWING THE DATE OF THE INVOICE.
The purchaser shall not be entitled to make any deduction from the price in respect of any set-off or counter claim unless the Seller
has admitted both the validity and the amount.
The Seller shall be entitled to adjust the price, whether before or after acceptance in the event of any increases in the cost to the
Seller of supplying the goods for any reason whatsoever, including (without prejudice to the generality of the foregoing) increase in
the cost of materials, wages overheads, freight, duty or changes in exchange rates, or the action of any government or authority.
The Purchaser shall be liable for and will indemnify the seller against any and all liability, loss, damages, costs, legal costs, professional
and other expenses of any nature whatsoever incurred or suffer by the Seller whether direct or consequential (including but without
limitation any economic loss or other profits,business or goodwill) arising ot of the Purchaser's breach of agreement or out of any claims
or proceedings brought against the Seller by a third party as a direct or indirect result of the Purchaser's breach.
PASSING OF PROPERTY
The property in the goods and the beneficial ownership thereof shall remain in the Seller until the Seller has received the purchase
price in full as well as any other payments due to the Seller hereinunder or until the property is vested in some other person by the
operation of any statute or where the Purchaser who shall in such case act on its own account and not as agent for the Seller re-sell
the goods before beneficial ownership of the goods has vested in the Purchaser the beneficial entitlement of the Seller shall attach the
proceeds of re-sale or the claim for such proceeds pending full payment. Throughout the period of the beneficial ownership of the
Seller in terms of the above provisions, the Purchaser shall in its fiduciary capacity hold the goods on the account and for the benefit of
If the goods or any part thereof become constituents of or be converted into other goods while subject to the Sellers beneficial ownership as
aforesaid the Seller shall have property in its beneficial ownership of such goods as if they were solely and simply the goods and accordingly
sub-claus(a) above shall so far as appropriate apply to such other goods.
So long as the property in the goods remains in the seller the Purchaser must keep the goods free from any charge,lien,encumbrance and mark
the goods conspicuously as being the Sellers and if the Purchaser is in default in any obligation hereunder or is insolvent the Seller shall have
the right either with or without prior notice to the Purchaser, to retake possession of the goods (and for that purpose to go upon any premises
occupied by the Purchaser). On retaking possession of the goods the contract shall be terminated.
The Purchaser shall not be entitled to make any claim against the Seller in respect of any shortfall in quantity of the goods specified in the
delivery note or, where the Seller is responsible for any carriage of goods, any damage or non-delivery within such time as will enable the
Seller to comply with the Seller's carrier's conditions of carriage or within 7 days of receipt of the advise note by the Purchaser from the
Seller, whichever is the shorter.
Unless otherwise stated in writing the goods shall be at the Purchasers risk from the time at which delivery is deemed to take place under
this condition save that if the goods pass to the Purchaser prior to the time of delivery the risk in the goods shall pass to the Purchaser with the
passing of property. Section 32(3) of the Sale of Goods Act 1983 shall not apply to this contract.
LIABILITY AND DEFECTS
Without prejudice the Seller does not save as provided in this condition accept any liability for any damage to property or consequential loss
however arising caused to the Purchaser by reason of the supply of the goods otherwise than in accordance with the contract. The Purchaser
is strongly recommended to test all goods before using them in order to ascertain their fitness or suitability for the Purchaser's purpose. In the
case of a consumer transaction this condition shall not effect the statutory rights of the Purchasers.
The Seller gives no guarantee in respect of goods which are not of the Sellers own manufacture but shall pass on to the Purchaser the benefit
of any guarantee obtained by it from the manufacturer or supplier thereof (but so that nothing shall require the Seller to commence against such
Manufacturer or supplier or to incur any material expense in connection with any such claim by the Purchaser.
Save as expressly provided herein and except in cases where the absolute prohibitations against restrictions for exclusion of liability contained
in Section 2(1), 6(1) and 6(2) of the Unfair Contract Act 1977 apply the Seller cannot accept any liability whatsoever arising in common law or
otherwise whether arising out of any defect in, failure of or unsuitability for any purpose of the goods or any part thereof whether the same is
due to any act,omission, negligence or wilful fault of the design, workmanship or material or to any cause whatsoever and all conditions,
warranties or other terms whether expressed or implied, statutes inconsistent with the provisions of this condition 5 are hereby expressly
If it be held in relation to any particular contract to which these conditions apply that condition 5(C) above is not effective then the Purchaser
shall not be entitled to reject the goods and any damages recoverable by the purchaser in respect of any breach by the Seller shall be limited to
the reasonable cost of remedying the defect or other matter constituting the breach, provided that the Seller shall first be afforded the
opportunity of itself carrying out such remedial work and the Seller shall not under any circumstances be liable for any consequential loss,
injury or damage suffered by reason of such breach.
The Seller cannot accept cancellations. Any cancellations which may exceptionally be accepted shall be subject to a special charge, the
amount of which the Seller may in their absolute descretion determine.
The Seller reserves the right to change the goods in any way if the Seller feels it is within the Terms and Conditions of the Company's Policy of
continuous research and development of their products.
This contract shall be construed and governed in all respects by English law and, unless in writing goods shall not be required to comply with
any provisions of any other law. All disputes\arising under or relating to this contract shall be subject to the juristiction of the Courts of England.
The headings of these conditions are provided for convenience only and shall have no effect on the interpretation therof.