Terms and Conditions
Standard Terms and Conditions of supply for Zoedale PLC (‘’ZOEDALE’)
1.1 Definitions. In these Conditions the following definitions apply:
Additional items: the following where incurred:
(i) The cost of packaging.
(ii) Any taxes (including Value Added Tax), duties (including Customs and Excise duties) or other charges levied by any Governmental or other authority in respect of or by any reason of the sale, delivery, export or import of the goods or any part thereof but excluding taxes assessed on profits or gains to ZOEDALE.
(iii) Transportation Costs (including costs of carriage, insurance, handling, storage prior to or during transit, demurrage, landing charges and port or airport (dues).
(iv) ZOEDALE’s charge for installation and commissioning.
(v) ZOEDALE’s charge for training personnel.
(vi) ZOEDALE’s charge for any test of the goods stipulated by the Customer.
Business Day: a day other than Saturday, Sunday or public holiday in England and when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2
Condition: the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and ZOEDALE.
Connected Equipment: such equipment, machinery, parts, tools, apparati, components, connections and every other product not supplied by ZOEDALE but connected (directly or indirectly) to or used in conjunction with the goods.
Consent Authority Agreement: consent authority or agreement of ZOEDALE shall mean consent authority or agreement in writing signed by a Director or Manager of ZOEDALE.
Contract: the contract between ZOEDALE and Customer for the supply of goods incorporation these Conditions
Customer: any person, firm or company receiving a quotation from and/or placing an order with ZOEDALE.
Force Majeure event: has the meaning given in clause 6.2 of these Conditions.
Goods: all and every item of goods, equipment, machinery, tools, apparati, components, supplies and every other product or part thereof supplied or proposed for supply by ZOEDALE to the Customer.
Order: the Customer's order for the supply of Goods as set out the Customer's purchase order form OR overleaf OR the Customer's written acceptance of ZOEDALE's quotation and in all cases accepting the incorporation of these Conditions.
Transgression: any breach of contract or tort or other act, default, omission or statement of ZOEDALE, its employees, agents or sub-contractors in respect of which ZOEDALE is liable to the Customer.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2.1 Any quotation given by ZOEDALE shall not constitute an offer, and is only valid for a period of 22 Business Days from its date of issue.
2.2 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when ZOEDALE issues written acceptance of the Order at which point and on which date the Contract shall come into existence and these Conditions shall be deemed to be incorporated (Commencement Date).
2.4 The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of ZOEDALE which is not set out in the Contract.
2.5 Any samples, drawings, catalogues, price lists, particulars of weight and dimensions, descriptive matter or advertising issued by ZOEDALE and any descriptions of the Goods or illustrations or descriptions of the Services contained in ZOEDALE’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract or have any contractual force.
2.6 ZOEDALE reserve the right to make minor alterations to the design and specification or construction of the Goods without prior notification to the Customer.
2.7 The Contract constitutes the entire agreement between the parties and these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8 The Conditions supersede any previous terms and conditions published by ZOEDALE and apply to all contracts for the sale or supply of Goods entered into by ZOEDALE.
2.9 No additions or modifications to or terms of conditions inconsistent with these conditions shall be binding upon ZOEDALE unless agreed by ZOEDALE in a document expressly referring to a modification, alteration, variation or addition of or to the relevant condition or conditions. In the event of any inconsistency between these conditions and any other document, or other matter forming part of such a contract, these conditions shall be paramount.
3. PRICE AND PAYMENT TERMS
3.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in ZOEDALE’s published price list as at the date of delivery which is available upon request. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods.
3.2 ZOEDALE reserve the right, by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to ZOEDALE which is due to:
(i) any factor beyond the control of ZOEDALE (including but not limited to any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other cost of manufacture);
(ii) any change in delivery date(s), quantities or specifications for the Goods which is requested for the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give ZOEDALE adequate information or instructions.
3.3 Payment in full for the Goods (and additional items if any) are to be made on a 30 day nett monthly account settlement basis, based on the month of invoice issue. ZOEDALE reserve the right to charge interest at 4% above National Westminster Bank base lending rate for the time being on any overdue payments until repaid in full.
3.4 Time for payment shall be of the essence of the Contract.
3.5 Where payment is not made on a 30 day nett monthly account settlement basis then ZOEDALE reserve the right, where applicable.to re-invoice the goods at full list price if the aforementioned goods were subject to a discounted price.
3.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. ZOEDALE may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by ZOEDALE to the Customer
4. RISK AND TITLE
4.1 The risk in the Goods shall pass to the Customer:
4.1.1. In the case of Goods to be delivered at ZOEDALE’s premises at the time when ZOEDALE notifies the Customer that the Goods are available for collection; or
4.1.2. In the case of Goods to be delivered otherwise than at ZOEDALE’s premises, at the time the Goods are despatched from ZOEDALE’s premises notwithstanding that ZOEDALE may provide or arrange carriage.
4.2 Notwithstanding despatch and the passing of risk in the goods, or any other provision of these conditions, the property in the Goods shall not pass to the Customer until ZOEDALE has received in cash or cleared funds payment in full of the price of the Goods or the Customer resells the Goods
4.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the goods as ZOEDALE’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as ZOEDALE’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to ZOEDALE for the proceeds of sales or otherwise of the Goods, where tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the customer and third parties and, in the case of tangible proceeds properly stored, protected and insured.
4.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence). ZOEDALE shall be entitled at any time to require the Customer to deliver up the Goods to ZOEDALE and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are sold and repossess the Goods.
4.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of ZOEDALE, but if the Customer does so all monies owing by the Customer to ZOEDALE shall (without prejudice to any other right or remedy of ZOEDALE) forthwith become due and payable.
5. DELIVERY OF GOODS
5.1 Delivery of the Goods shall be effective following performance of either clause 4.1.1 or clause 4.1.2 above.
5.2 Where no specific instructions about the manner in which the Goods are to be delivered to the Customer or the delivery address are given ZOEDALE reserve the right in its absolute discretion to choose the means of carriage to the Customer and to direct the Goods to the Customer’s last known business address.
5.3 Where ZOEDALE provide its own transport or contracts directly with a carrier then ZOEDALE will repair or at its option replace Goods lost or damaged in transit (other than by default of the Customer) provided that notification of such loss or damage is made to ZOEDALE separately to the carrier within the period stipulated by the carrier’s terms of carriage for claims against the carrier (or where no such period is stipulated or ZOEDALE use their own transport) within 7 days of despatch of the invoice date. On request ZOEDALE will inform the Customer of the name and address of the carrier and any time limits for claims stipulated by them.
5.4 Save as provided in clause 5.3 ZOEDALE shall be under no liability arising from their carrier or carriers or from the act or omission of such carrier or carriers and the Customer waives all rights under section 32 (2) of the Sale of Goods Act 1979 in addition to any other rights hereby excluded or restricted.
5.5 Any dates quoted for delivery of the Goods are approximate only and ZOEDALE shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by ZOEDALE in writing. The Goods may be delivered by ZOEDALE in advance of the quoted delivery date upon giving reasonable notice to the Customer.
5.6 Where the Goods are to be delivered in instalments, which shall be invoiced and paid for separately on a 30 day nett monthly account settlement basis each instalment shall constitute a separate contract and failure by ZOEDALE to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
5.7 If the Customer fails to take delivery of the Goods or fails to give ZOEDALE adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of ZOEDALE’s fault) then, without prejudice to any other right or remedy available to ZOEDALE, ZOEDALE may:
188.8.131.52 Store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) or storage; or
184.108.40.206 Sell the Goods at the best price readily obtainable and (after deducting reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the contract.
6. FORCE MAJEURE
6.1 ZOEDALE do not accept liability for loss or damage caused by delays in delivery or failure to deliver and subject to clause 6.2 below such delays or failure shall not entitle the Customer to rescind the contract.
6.2 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of ZOEDALE including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
6.3 If the Force Majeure Event prevents ZOEDALE from providing any of the Goods for more than 12 weeks, ZOEDALE shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
7. EXCLUSION OF LIABILITY
7.1 THESE CLAUSES DEFINE THE CUSTOMER’S RIGHT IN RESPECT OF ANY LOSS OR DAMAGE CAUSED BY THE GOODS OR FOR ANY STATEMENTS MADE BY ZOEDALE OR THEIR SERVANTS OR AGENTS. CUSTOMERS ARE ADVISED TO READ THESE PROVISIONS CAREFULLY AND TO CHECK THAT THEY ARE COVERED BY INSURANCE AGAINST ANY LOSS OR DAMAGE THEY MAY SUSTAIN IN RESPECT OF WHICH THE POTENTIAL LIABILITY OF ZOEDALE IS OR MAY BE RESTRICTED OR EXCLUDED HEREUNDER.
7.2 The Customers of ZOEDALE are experts in their own specialised fields and utilise the Goods for a multitude of applications specific to their business. To the best of ZOEDALE’s knowledge, the workability, reliability, and accuracy of the Goods is of the highest quality but all goods are supplied on the understanding that Customers will use their own specialised skill and judgement in assessing the fitness of the Goods for the intended uses and the results and level of performance which will be derived therefrom. ZOEDALE’s prices are kept as low as practical and ZOEDALE do not include any reserve for potential liability. Accordingly:
7.2 Subject to sub-clause 7.8 below ZOEDALE’s liability shall be limited to such liability as shall be accepted by the original equipment manufacturer.
7.3 From the time of despatch of the Goods from ZOEDALE’s premises the Customer shall be responsible for any defect in the Goods or loss, damage, nuisance or interference whatsoever consequential or otherwise or wastage of material resulting from or caused by or to the Goods or by the Connected Equipment and ZOEDALE accordingly excludes all liability for the same.
7.4 It is the responsibility of the Customer to satisfy itself as to the workability, reliability, accuracy and suitability of the Goods. No Goods, warranty or other term, expressed or implied (by statute or otherwise) is given by ZOEDALE that the Goods and (where appropriate) the Connected Equipment (whether or not ZOEDALE or its servants or agents recommend its use) either separately or in conjunction with will enable the Customer to attain any particular performance or result or will be suitable for any particular capacity notwithstanding that the requirement for such performance, result or capacity or that such particular purpose or conditions may have been known or ought to have been known to ZOEDALE its employees or agents.
7.5 Any representation whenever made by or on behalf of ZOEDALE is made on the understanding that the Customer shall test and use its own skill and judgement in assessing the accuracy, practicability, safety in operation and commercial viability thereof before placing reliance upon the same. Accordingly, ZOEDALE will be under no liability in respect of any loss or damage suffered by the Customer by reason of its placing reliance on such representation.
7.6 To the extent that ZOEDALE is held legally liable to the Customer for any single Transgression, ZOEDALE’s liability from the same shall not exceed the purchase price of the Goods specified in the contract with reference to which or in regard to in the course of which the Transgression occurred or five thousand pounds sterling (whichever shall be the greater) provided that a number of Transgressions, whether successive or concurrent, which together result in or contribute to substantially the same lose or damage shall be treated as a single Transgression.
7.7 ZOEDALE shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term, or any duty in common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for consequential compensation which arrives out of or in connection with the supply of Goods or their use, adaptation, or resale by the Customer and accordingly the Customer shall indemnify ZOEDALE against all loss, damages, costs and expenses awarded against it (whether pursuant to the Customer Protection Act 1987 or otherwise) and incurred by it in connection with any such claim by a person to whom the Customer has supplied the Goods.
7.8 Although the exclusion and limitation on liability is considered reasonable by both parties, in the event of the exclusions or limitations or liability being declared void in any judicial or arbitration proceedings but such exclusion or limitation or liability would be valid if some parts thereof were deleted, such exclusion or limitation or liability shall apply with such modification as may be necessary to make it valid and effective and shall be enforced by the extent permitted by law.
8. CONFIDENTIALITY AND COPYRIGHTS
8.1(a) The Customer shall keep confidential the design of the Goods and any information, know how or data (hereinafter collectively called confidential matters) obtained or in contemplation of the contact for the supply of the Goods and shall not divulge the same to any third party without the consent in writing of ZOEDALE provided that the provisions of this clause shall not apply to matters which the Customer can establish to the reasonable satisfaction of ZOEDALE.
(i) were in the public domain otherwise than by breach of this clause; or
(ii) were in the possession of the Customer before being disclosed by ZOEDALE; or
(iii) were obtained by a third party who is free to divulge the same
(b) The Customer shall divulge confidential matters only to those employees and agents who are directly involved in the supply or operation of Goods and shall insure that such employees are aware of and bound by these obligations as to
8.2 All estimates and designs, drawing plans, models, specifications and written technical details supplied by ZOEDALE to the Customer remain ZOEDALE’s property and the submission for disclosure of the same to the Customer is subject to the condition that they must not be copied down or described in whole or in part to any third party without ZOEDALE’s prior consent and that they must be returned to ZOEDALE on request.
9. DELAYS AND ALTERATIONS BY THE CUSTOMER
9.1 Any alteration requested by the Customer and any interruption in the performance of the contract by ZOEDALE due to instruction from or lack or information from or decision by the Customer its employees or agents, will entitle ZOEDALE to charge additional fees or to be paid an additional price to the extent that the same necessitate additional work or otherwise increase the cost to ZOEDALE of performing in accordance with the contract (or the contract altered).
10. PAYMENT IN ADVANCE OR TERMINATION
10.1 ZOEDALE reserve the right to require payment in full before proceeding with manufacturing or ordering from ZOEDALE’s supplies or delivering or performing any other work whatsoever for the Customer.
10.2 The Customer shall indemnify ZOEDALE against all losses sustained or extra expenditure incurred as a result of any suspension of manufacturing, ordering, delivery or other work including a reasonable allowance for storage.
10.3 If the Customer becomes subject to any of the events listed in clause 10.4 ZOEDALE may terminate the Contract with immediate effect by giving written notice to the Customer and recover all losses or damage resulting to ZOEDALE including (and without limitation to) loss of profits or other consequential loss.
10.4 (i) the Customer fails to make any payment owed to ZOEDALE on whatever account on the due date; or
(ii) the Customer fails to make payment in advance when requested in accordance with clause 10.1 above within 7 days of being requested to do so; or
(iii) the Customer fails to take delivery of or to collect the goods within 7 days of being notified by ZOEDALE that they are to be delivered or are ready to be collected; or
(iv) the Customer is in breach of the terms and conditions of the contract with ZOEDALE (including breach of these conditions) and shall fail to remedy the same within 21 days of notice by ZOEDALE specifying the breach requiring remedy or if the breach shall be unremediable.
(ii) The Customer is in breach of these Terms and Conditions
11.1 ZOEDALE accepts no liability to reimburse Customers or to compensate Customers for loss arising or to replace the Goods supplied where either:
(i) Orders are placed verbally (whether or not subsequently confirmed in writing); or
(ii) Written orders are placed which are ambiguous or inaccurate or which duplicate an earlier order; or
(iii) Confirmation orders are not marked as such notwithstanding that the Goods supplied (or the quantity of such Goods supplied) are not such as the Customer required or that the Goods are delivered to an address or by means of carriage other than that required or that the Customers requirement for the Goods has diminished or ceased (whether because of another supply of the same similar Goods or for any other reason) or that the price is other than understood by the Customer or that (in case of confirmation orders not being marked as such) the same order has been supplied twice.
11.2 Where ZOEDALE agrees in its discretion, to replace Goods supplied with other Goods a reasonable handling charge will be added to the price of those other Goods where ZOEDALE, in its discretion, issues a credit or makes other reimbursement a reasonable handling charge will be deducted from the same.
(a) Any notice or other document required or referred to in the Conditions or otherwise in contract shall be deemed served or sent by registered or recorded delivery post addressed the party for whom it is intended at such party’s registered or main office or last known address and shall be deemed to have been received and duly served 48 hours after the date of posting.
12.2 GOVERNING LAW AND JURISDICTION
(a) The Contract shall be governed in all respects by English Courts. The text of these conditions and of any other document incorporated in the contract written in the English Language is the authentic text and any difficulties or uncertainties arising shall be solved solely by reference to that text.
(b) Save for statements or representations confirmed in writing in the contract, no oral statements of whatsoever nature by whomsoever made shall form part of the contract. In contracting with ZOEDALE the Customer acknowledges that he has not relied on any oral statements or representations made to him save those confirmed as aforesaid.
(i) In the contract, the use of masculine, feminine or neuter gender shall be deemed to incorporate the other genders to the extent committed by context.
(ii) Clause headings are inserted for convenience only and shall have no effect on the construction of any contract.
If any provision or part-provision of these Conditions or any Contract formed incorporating them is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.3 VARIATION OF TERMS
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.