STANDARD TERMS & CONDITIONS OF SALE

DEFINITIONS

‘’the Seller’’ means Ionic Solutions Ltd, of Lister’s Mill, Heaton Road, Bradford, West Yorkshire, BD9 4SH, United Kingdom Registered in England No. 3913396
‘the Buyer’ the person, firm or Company purchasing ‘the Goods’
‘the Goods’ means the goods or materials which shall be the subject of the contract between the Seller and the Buyer
‘the Price’ means the price specified in the Seller’s Quotation, Acknowledgement or otherwise communicated to the Buyer and agreed

1. FORMATION OF THE CONTRACT

(i) These Conditions are the only terms and conditions on which the Seller contracts for the supply of Goods and they are incorporated in all contracts entered into by the Seller.
(ii) These Conditions may only be varied in writing signed by a duly authorised representative of the Seller.

2. ACCEPTANCE OF ORDER.

(i) The Seller, subject to these Conditions of Sale accepts all orders unless otherwise varied by agreement in writing. Contracts for delivery by installments shall be deemed to be indivisible.

(ii) The Seller’s quotation is not to be taken as an offer to sell and no contract shall take place until a Sales Order Confirmation has been despatched by the Seller to the Buyer.

3. THE PRICE

(i) The Seller may at any time before delivery increase the price of the undelivered balance of the goods by notice in writing to the Buyer, in such event, the Buyer may within seven days of receipt of such notice, by notice in writing, cancel the order so far as the undelivered balance of the Goods concerned.

(ii) Unless otherwise stated on acceptance, the price of the Goods shall include the Seller’s costs of standard packing, normal insurance and delivery of the Goods to any one address in the United Kingdom specified in writing by the Buyer to and agreed by the Seller prior to delivery.

(iii) Containers and/or packages are not returnable unless stated in the Seller’s Quotation, Acknowledgement, or other documentation. Returnable containers and/or packages shall be returned empty by the Buyer to the Seller’s address stated on the delivery note in good condition, carriage paid, within three months of delivery of the Goods. If not, such containers and/or packages will be chargeable at replacement value and no credit will be due on containers and/or packages for which a charge shall have been made by the Seller.

4. RISK

(i) The risk in respect of any goods supplied or agreed to be supplied by the Seller shall pass to the Buyer at the time the goods are delivered ex the Seller’s works to the Buyer or to a carrier (whether nominated by the Buyer or not) for transmission to the Buyer, but where such delivery is delayed by circumstances beyond the Seller’s control the risk shall pass to the Buyer on the day on which the Seller sends to the Buyer notice (whether oral or in writing) that the goods are ready for dispatch. Notwithstanding any indication to the contrary the property in any goods supplied shall not pass to the Buyer before payment to the Seller of the price and of any costs in respect of packing, freight, and insurance.”

5. PAYMENT

(i) Unless otherwise stated on the Seller’s invoice agreed in writing payment for the goods shall be made not later than thirty days after the end of the month of invoicing but so that the Seller may at anytime on or after acceptance by notice in writing to the Buyer vary the terms of the payment by demanding immediate payment or (at the Seller’s option) adequate security for sums which will be due hereunder.

(ii) Time of payment shall be of the essence and failure by the Buyer to pay the price or any installment thereof in due time shall entitle the Seller to treat such failure as a repudiation of the whole Contract by the Buyer and to require the Buyer to make immediate payment of all monies due or to become due and to recover from the Buyer damages for such breach of contract and/or (at the Seller’s option) to charge interest at either eight per centum per annum or two per centum above the Base Rate of The Royal Bank of Scotland Ltd., whichever shall be the greater, from the due date until payment.

6. DELIVERY

Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply.

(i) Delivery of the Goods shall take place when the Goods shall be delivered at the address specified on the Seller’s Quotation, Acknowledgement or other documentation.

(ii) The delivery date or dates specified on the Seller’s acceptance of order are estimates only. All delivery dates given by the Seller are given in good faith however the Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly out of delay in delivery, nor shall the Buyer be entitled to refuse to accept the Goods because of late delivery.

(iii) The Seller shall not be obliged to make delivery at a specified time of day. Where the buyer requests an order to be delivered at a specific time the Seller will use reasonable endeavours to ensure the request is met, but shall not be held liable for failure to do so.

(iv) In respect of Sea Transit, the Seller shall not be required to give the Buyer the notice relating to Insurance of the Goods referred to in Section 32(3) of the Sale of Goods Act 1979.

7. PROPERTY

Notwithstanding delivery and the passing of risk and solely for the purposes of securing payment of all monies due or to become due to the Seller by the Buyer on any account in the event of the Buyer entering into liquidation or having a winding up order made against it or income or any part thereof or in the event of the Buyer being an individual or individuals he or either of them committing any act of bankruptcy or having any bankruptcy petition presented against him or either of them:

(i) The property in the Goods shall remain in the Seller until payment in full has been made to the Seller by the Buyer for the Goods and all other sums due to the Seller at the date of delivery of the Goods.

(ii) Where full payment has not been made to the Seller and the Buyer uses the Goods in his manufacturing process or incorporates the goods with other products the property in the Goods shall be retained by the Seller in so far as such Goods are identifiable. Where the manufacturer has placed the goods into bulk storage rendering identification of the specific goods impossible, the seller shall obtain ownership in common of the proportionate share(s) of the bulk which formed the subject of the order.

(iii) Until such payment is made the Buyer shall hold all Goods and materials the property in which is vested in the Seller on a fiduciary basis and in any of the events specified above the Buyer shall store the Goods and materials so as to be clearly identifiable as the property of the Seller.

(iv) Until ownership passes to the Customer, the relationship between the Seller and the Buyer will be that of bailor and bailee and the Buyer will be responsible for the safe custody and insurance of the Goods.

8. RETURNS AND COMPLAINTS

(i) Unless the parties have agreed otherwise, the Buyer must notify the Seller in writing and within twenty (20) working days after delivery of the goods of any complaint with regard to the goods, accompanied by a specification of such complaint. In the absence of such notification any and all claim on Seller with regard to defect in the goods supplied will be null and void.

(ii) Unless the parties have agreed otherwise, The Buyer’s right to return any goods supplied is limited to cases when the Buyer has received either damaged goods and/or goods that do not conform to the order placed by the Buyer and accepted by the Seller.

(iii) Any goods returned must be packed properly and accompanied by the original delivery document and/or the original address label and a written specification of the reason for the return, unless the parties have agreed otherwise. The Seller will supply the undamaged goods and/or the goods ordered by the Buyer as soon as possible after receipt of the goods returned, subject to the Seller’s agreement with the reason for the return of the goods.

9. LIEN

(i) The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all goods and property of the Buyer in its possession (although such goods or some of them may have been paid for) and shall after the expiration of fourteen days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.

10. SHORTAGES AND DAMAGES and/or LOSS IN TRANSIT

(i) Unless otherwise agreed in writing between the Buyer and Seller, the Seller may deliver against any order an excess and/or deficiency up to ten per cent of weight or volume ordered without any liability whatsoever to the Buyer save that the price shall be adjusted accordingly.

(ii) The Buyer shall inspect the goods immediately upon delivery and shall within three days of such delivery (time being of the essence) give notice in writing to the Seller and the carrier of all claims on account of damage to or total or partial loss of Goods in transit. Claims for non-delivery must be submitted in writing to the Seller within fourteen days after notification of despatch. Quality claims must be made in writing immediately after the Buyer learns of the defect and in any event not later than sixty days after the Buyer’s receipts of the Goods. Any claim not made in writing and received by the Seller within the aforesaid time limits shall be deemed waived.

(iii) If the Seller fails to make delivery or makes defective delivery of any one installment such failure or defective delivery shall not vitiate the contract as regards other installments.

(iv) The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future accounts.

11. STORAGE & INSTALLATION

(i) All Goods will be stored and installed by the Buyer in accordance with the instructions issued by the Seller which accompany the Goods.

(ii) The Seller will have no liability to the Buyer or any third party if the Buyer does not comply in all respects with the Seller's instructions or if the Goods are used or installed in abnormal or unusual circumstances.


12. VARIATION IN SPECIFICATION

(i) The Seller’s only responsibility shall be to deliver goods in accordance with any formal written specification referred to in the relevant Sales Order Confirmation. If the Buyer wishes an alternative specification the Buyer must raise that issue prior to the Contract being entered into.

(ii) The Seller shall be responsible for ensuring the Goods when supplied are in accordance with the specification. The Seller shall not be obliged to undertake any tests not relating to the specification. Without limitation, The Seller shall not be under any obligation to test for any containment not envisaged by the specification. The Buyer shall in accordance with good manufacturing principals also check that the Goods meet the specification prior to using the Goods or supplying the Goods to a third party.

(iii) Where the goods are pre-packaged goods that are sold on by Ionic Solutions Limited in the same packaging as they are bought by Ionic Solutions Limited, then in place of clause 12(i) and 12(ii) above, Ionic Solutions Limited shall only be obliged to use its reasonable endeavours to pass on to the Buyer the warranties given to Ionic Solutions Limited by the original seller of the goods to Ionic Solutions Limited.

(iv) The Seller may be giving written notice or e-mail to the Buyer vary the specification of the Goods at any time. The Buyer may terminate this Contract by giving notice promptly after receipt of any such notice or email.

13. WARRANTY AND LIMITATION OF LIABILITY

(i) The Seller warrants that the Goods are produced within the accepted tolerance levels in accordance with the standard specification stated in the Seller’s official literature on the Goods current at the relevant time.

(ii) The Buyer bears the responsibility of testing the product before utilising them in his own processes. Notwithstanding the fact that the Seller will provide data sheets and a certificate of analysis upon request, the provision of this information does not amount to a guarantee of the product’s performance in all conditions.

(iii) Save as aforesaid, all other conditions, guarantees or warranties whether expressed or implied by statute, common-law or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the Goods or their life or wear or use under any conditions whether known or made known to the Seller or not are hereby excluded to the extent permitted by law. The Buyer, by entering into the Contract, acknowledges that the only warranties are those given expressly by the Seller in these Conditions.

(iv) The Seller’s liability for any and all direct loss or damage resulting to the Buyer from defects in the Goods or any other cause shall be limited to the purchase price of the quantity of the Goods in respect of or in relation to which such loss or damage is claimed. Subject as aforesaid the Seller shall be under no liability in contract or in tort for any loss or damage or personal injury arising directly or indirectly out of the supply or use of the Goods or containers other than death or personal injury resulting from the negligence of the Seller within the meaning of Section 1 of the Unfair Contract Terms Act 1977.

(v) Ionic Solutions Limited shall in no circumstances be liable to the buyer for any pure economic loss, loss of profit, loss of business and like loss. Ionic Solutions Limited shall in no circumstances be liable to the Buyer for any indirect loss.

14. FORCE MAJEURE

(i) Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing or delivery of the Goods through any circumstances outside its control. If, because of such circumstances the Seller is unable to supply the total requirement of the Goods, the Seller may allocate its available supply (after satisfaction of its own requirement) among all of its customers, including those not under contract as the Seller thinks fit. Deliveries so suspended shall be cancelled without liability, but the contract between the parties shall otherwise remain unaffected.

15. INDEMNITY

(i) The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims and demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods sold under the contract in the event that the damage or injury shall have been occasioned otherwise than by the negligence of the Seller.

16. DEFAULT

(i) The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties or to suspend further deliveries under it or require payment in advance in the event that the Buyer fails to pay for any one delivery when the same becomes due or the Buyer’s financial responsibility becomes unsatisfactory to the Seller or if the Buyer, being a company goes into liquidation or has a receiver appointed or not being a company has a receiving order made against him or enters into any arrangement or composition with creditors.

(ii) The Buyer’s right to possession of goods supplied by the Seller shall terminate if the Buyer is declared bankrupt or makes any proposal to his creditors for any composition or voluntary arrangement or, if the Buyer is a company, an administrator, administrative receiver or liquidator is appointed in respect of its business.

(iii) The Buyer hereby grants the Seller, it’s agents and employees an irrevocable license at any time to enter the premises where the goods are stored in order to inspect them or, where the Buyer’s right to possession has terminated, recover them.

17. DUTY

(i) All import duties, VAT and other imposts will be for the Buyer’s account.

18.PATENTS AND TRADEMARKS

(i) No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trademarks, registered designs or other industrial rights, nor is any freedom to utilise patents or trademarks owned by Ionic Solutions Ltd implied.

19. NOTICES

(i) Any notice to be given by either party to the other shall be in writing and sent by first class post, facsimile transmission or delivered by hand. Notice sent by post shall be treated as delivered after two working days. Notice delivered by hand or by facsimile will be treated as delivered on the day of delivery unless this occurs outside normal working hours, in which case delivery will be effective on the next working day.

20. ASSIGNABILITY

The contract of which these Conditions form part is personal to the Buyer who shall not assign the benefit thereof without the Seller’s consent.

21. SEVERANCE

(i) If any provision of these Conditions is held by a court to be unenforceable, the remaining provisions of the Contract will continue in effect.

22. GOVERNING LAW

(i) The conditions and the contract between the parties shall be construed and applied in accordance with the Law of England whose Courts shall have sole jurisdiction over all matters arising hereunder.

23. ALTERNATE DISPUTE RESOLUTION

(i) If any dispute arises between the parties, a director or other senior representative of each party will, at the request of either party, meet in a good faith effort to resolve the dispute.

(ii) If the dispute is not resolved at that meeting or if no such meeting takes place within 10 days of it being requested, either party may propose that the dispute is referred to mediation and the other party will consider this proposal in good faith. The mediator, if not appointed by agreement between the parties, will be nominated by the Centre for Dispute Resolution in London. The rules of procedure for the mediation shall be determined by the mediator in consultation with the parties.

(iii) If no mediation occurs or if the dispute is not resolved within 30 days of the conclusion of the mediation, unless it is to be to an independent expert for a final decision, the dispute will be finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules at present in force. These shall be a single arbitrator agreed between the parties or, in default of agreement; the appointing authority shall be the International Chamber of Commerce. The place of arbitration shall be London, England. The language of the arbitration shall be English.